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California: LLC Operating Agreement Requirements

verified against the statute 2026-07-26 13 statute sources

The short answer

California does not require a domestic LLC to adopt a written operating agreement. An agreement may be oral, in a record, implied, or a combination, and a sole member can have one; however, specified statutory variations and fiduciary-duty changes must be in writing. If the agreement is silent, the California Revised Uniform Limited Liability Company Act supplies management, voting, distribution, admission, transfer, and amendment defaults subject to statutory floors.

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This is the general rule in California. Ezel applies current California law to your specific facts and answers with citations to the statutes.

Pending legislation could change this.
CA AB 683 (2025-2026 Regular Session) (Passed the Assembly 70-0 on January 29, 2026; amended and re-referred to Senate Judiciary on May 28, 2026; active in committee as of August 1, 2026.): Would add Corp. Code § 17702.08, allowing an optional acknowledged certificate of LLC existence and authority for specified escrow, real-estate, and title transactions. The certificate could identify authorized signers, refer to operating-agreement terms, be recorded with a county recorder, and be relied on by transaction parties; it would not make an operating agreement mandatory. track it
Governing law and document nameCalifornia Revised Uniform Limited Liability Company Act; 'operating agreement' (§ 17701.02(s))
Required or optionalOptional under the LLC Act; the Act governs matters the agreement does not address (§ 17701.10(b))
Permitted form and signaturesOral, in a record, implied, or combined; no general signature or notary rule. Specified variations and fiduciary changes require a written agreement (§§ 17701.02(s), 17701.10(d)–(e))
Adoption timing and effectPreformation terms may become the operating agreement on formation; no general adoption deadline (§ 17701.11(c))
Single member and assentSole-member agreement enforceable; LLC is bound; a later member is deemed to assent, but that is not informed consent for fiduciary changes (§§ 17701.02(s), 17701.10(e), 17701.11)
Management and authority defaultsMember-managed unless the articles say manager-managed; member or manager ordinarily binds usual business; ordinary-course differences by majority, outside-course acts by all members (§§ 17702.01(b)(5), 17703.01, 17704.07(a)–(c))
Voting, economic, and transfer defaultsVotes follow current-profit interests; distributions follow contribution value stated in required records; new members require all-member consent unless the agreement provides; a transferee gets economic, not governance, rights (§§ 17704.01(c), 17704.04(a), 17704.07(r), 17705.02)
Nonwaivable rules and dutiesCannot eliminate good-faith covenant or loyalty; care cannot be unreasonably reduced; information rights, judicial dissolution, member actions, and specified misconduct liability remain protected (§ 17701.10(c)–(g))
Amendment, filing, and recordsDefault unanimous amendment; agreement controls internally, filed record controls relying outsiders; keep written agreement and amendments at the designated office (§§ 17701.12(d), 17701.13(d)(5), 17704.07(b)(5), (r)(2))

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Requirements one by one

Governing law and document name

California's domestic LLC statute is the California Revised Uniform Limited Liability Company
Act. Corporations Code § 17701.02(s) uses the term operating agreement for the members'
agreement about the internal matters listed in § 17701.10(a). The label is not controlling: the
definition applies "whether or not referred to as an operating agreement."

Required or optional

The Act does not command members to adopt an operating agreement. Instead, § 17701.10(b) supplies
the consequence of silence: "To the extent the operating agreement does not otherwise provide"
for an internal matter, the Act governs it. An LLC without a tailored agreement therefore still
exists, but it uses the statutory fallback rules described below.

Permitted form and signatures

Section 17701.02(s) recognizes an agreement that is "oral, in a record, implied, or in any
combination thereof." The LLC Act imposes no general signature, witness, acknowledgment, or
notarization condition on that definition. Form still matters for particular changes: the first
sentence of § 17701.10(d) lists provisions that may be varied only by a written operating
agreement, and § 17701.10(e) requires a written agreement plus informed member consent to modify
the fiduciary duties of the people who manage the company.

Adoption timing and effect

California sets no formation-relative deadline comparable to a 90-day adoption period. Section
17701.11(c) instead validates preformation planning: intended initial members may agree that their
terms will become the operating agreement "upon the formation" of the LLC, and an intended sole
member may assent to terms with the same effect. Until formation, those terms are not yet the
operating agreement of an existing California LLC.

Single member and assent

A sole-member operating agreement is expressly protected from the argument that one person cannot
make an enforceable agreement with itself (§ 17701.02(s)). Once the company exists, § 17701.11(a)
makes the LLC bound by and able to enforce the agreement, and subsection (b) deems each later member
to assent. That deemed assent has a specific limit discussed under "What trips people up."

Management and authority defaults

Section 17704.07(a) makes the LLC member-managed unless the articles of organization contain
the manager-managed statement required by § 17702.01(b)(5). In a member-managed LLC, management is
vested in the members; an ordinary-course difference is decided by a majority, while an act outside
the ordinary course generally needs every member's consent (§ 17704.07(b)(1), (3)-(4)). In a
manager-managed LLC, managers decide ordinary activity, but all members must approve a sale of
substantially all property or another act outside the ordinary course (§ 17704.07(c)). Section
17703.01 adds the third-party rule: in the usual business, a member ordinarily binds a
member-managed LLC, while a member acting only as a member does not bind a manager-managed LLC;
the managers ordinarily have that role instead. An actual-knowledge restriction can prevent the
company from being bound.

Voting, economic, and transfer defaults

When no written voting provision replaces it, § 17704.07(r) allocates votes in proportion to each
member's interest in current profits. Section 17704.04(a) separately makes interim distributions
follow the value of contributions stated in the required records unless the agreement provides
another allocation.
After formation, § 17704.01(c) lets the agreement set the admission rule; otherwise all existing
members must consent. And under § 17705.02, transferring the economic interest does not by itself
give the transferee a vote or a management role: the transferee receives the distributions the
transferor otherwise would receive.

Nonwaivable rules and duties

The agreement can change many statutory defaults, but § 17701.10(c)-(g) sets the floor. It cannot
eliminate the contractual obligation of good faith and fair dealing, eliminate the duty of loyalty,
unreasonably reduce the duty of care, remove the court's specified judicial-dissolution power, or
unreasonably restrict a member action. Loyalty rules may identify nonviolating categories or allow
fully disclosed ratification, and liability may be limited, but not for loyalty breaches, improper
financial benefits, excess distributions, intentional harm, or intentional criminal violations.
The underlying duties are stated in § 17704.09: loyalty, care limited to avoiding grossly negligent
or reckless conduct and specified intentional wrongdoing, and good faith and fair dealing.

Amendment, filing, and records

The default is unanimous amendment (§ 17704.07(b)(5), (r)(2)), although § 17701.10(a)(4) lets the
agreement set its own amendment conditions and § 17701.12(a) can require a nonparty's approval or a
specified condition. The operating agreement is not one of the items § 17702.01 requires in the
public articles. If an effective filed record conflicts with the agreement, § 17701.12(d) makes the
agreement control among members, managers, transferees, and dissociated members, while the filed
record controls for another person to the extent that person reasonably relies on it. If the
agreement is written, § 17701.13(d)(5) requires the LLC to keep it and its amendments at the
designated office, and § 17704.10 supplies inspection rights.

What trips people up

  • "Equal management rights" does not necessarily mean one person, one vote. Section
    17704.07(b)(2) gives members equal rights to participate, but the fallback voting rule in
    § 17704.07(r)(1) weights votes by interests in current profits. A written agreement can choose a
    per-person, percentage, class, group, or other basis.
  • A later member's deemed assent is not informed consent. Section 17701.11(b) ordinarily binds
    a person who becomes a member, but § 17701.10(e) says that deemed assent does not supply the
    informed consent needed to modify fiduciary duties. That protected change needs a writing and
    informed consent.
  • An oral or implied agreement cannot make every change available to a written one. The broad
    form definition in § 17701.02(s) establishes that an agreement can exist; § 17701.10(d)-(e)
    separately reserves specified variations and fiduciary-duty modifications for a written
    agreement. Outside laws can also require a signed writing for a particular transaction.

Common questions

Can the agreement require approval from someone who is not a member?
Yes. Section 17701.12(a) allows an amendment provision to require a nonparty's approval or the
satisfaction of a condition, and makes an amendment ineffective if that requirement is not met.

Can members remove a manager without proving cause?
Under the statutory default, yes. Section 17704.07(c)(5) lets a majority of the members remove a
manager at any time without cause, subject to any rights the manager has under a service contract.

Does a transferee ever get access to company records?
The transfer itself does not grant ordinary management or information rights (§ 17705.02(a)(3)),
but § 17704.10 gives a transferee limited request and inspection rights for purposes reasonably
related to the person's interest as a transferee.

Statutes and sources

Source links

Every statute quoted above, linked, with the date we checked it.

Cal. Corp. Code § 17701.02(s) · accessed 2026-07-26
Cal. Corp. Code § 17701.10(a)–(b), (c)(4)–(5), (7), (9), (14)–(15), (d)–(e), (g) · accessed 2026-07-26
Cal. Corp. Code § 17701.11 · accessed 2026-07-26
Cal. Corp. Code § 17702.01(b)(5)–(6) · accessed 2026-07-26
Cal. Corp. Code § 17703.01 · accessed 2026-07-26
Cal. Corp. Code § 17704.07 · accessed 2026-07-26
Cal. Corp. Code § 17704.01(c) · accessed 2026-07-26
Cal. Corp. Code § 17704.04 · accessed 2026-07-26
Cal. Corp. Code § 17705.02(a)–(b) · accessed 2026-07-26
Cal. Corp. Code § 17704.09 · accessed 2026-07-26
Cal. Corp. Code § 17701.12(a), (d) · accessed 2026-07-26
Cal. Corp. Code § 17701.13 · accessed 2026-07-26
Cal. Corp. Code § 17704.10 · accessed 2026-07-26
This page is general legal information about state-law operating-agreement rules for an ordinary domestic limited liability company, not legal advice or a substitute for an agreement tailored to a particular company's owners, assets, financing, tax treatment, licenses, or disputes. A state may permit an oral, implied, or unsigned operating agreement while a separate law still requires a particular promise or transaction to be signed, recorded, approved, or disclosed. The statutory defaults apply when a valid agreement does not replace them, and some duties and remedies cannot be waived. Foreign LLCs, professional LLCs, series structures, and regulated businesses may face additional rules. Verified against the official statute text on the date shown; confirm current law and obtain licensed legal advice before relying on it for a particular company or transaction.

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