LLC Operating Agreement in California
Start with the official California form
The canonical, court-accepted version of this form is published by the Secretary of State (Articles of Organization only). Search your county or district court's website for the current LLC Operating Agreement form before relying on any template. Forms are revised periodically — always confirm you have the current revision before filing.
Verify with your local court clerk before filing: local rules sometimes add cover-sheet, formatting, or service requirements beyond what the state-issued form shows.
California Requirements
- Operating agreement is required by statute but not filed with the state
- Articles of Organization must be filed with the Secretary of State
- Annual $800 minimum franchise tax applies regardless of income
- Statement of Information must be filed within 90 days and every two years
- California LLCs must designate an agent for service of process
Secretary of State (Articles of Organization only)
Articles of Organization: $70; Annual franchise tax: $800
How to Complete This Form
- 1Determine the management structure of the LLC (member-managed or manager-managed).
- 2Define each member's ownership percentage and capital contributions.
- 3Outline how profits and losses will be allocated among members.
- 4Establish voting rights, decision-making procedures, and meeting requirements.
- 5Include provisions for adding or removing members and transferring membership interests.
- 6Address dissolution procedures and what happens if a member leaves or passes away.
- 7Have all members sign the agreement and retain copies with the company records.
Editorial Template (Not the Official Court Form)
This is an educational template showing the typical structure of a LLC Operating Agreement in California. It is not a court-validated form and should not be used in place of the official form issued by the Secretary of State (Articles of Organization only). Use this template only to understand what information you will need to assemble before completing the official form. Submitting this template instead of the official form may result in rejection by the court clerk.
LLC Operating Agreement in Other States
Other Forms in California
When to Talk to a Lawyer
- Your LLC has multiple members with different contribution levels or management roles.
- You need to address complex tax elections, intellectual property ownership, or liability protection issues.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.