Operating Agreement for LLC – California (multi-member, manager-managed)
$3.99
This is an operating agreement for a multi-member, manager-managed limited liability company (“LLC”) in the State of California. Do NOT use in any state other than California.
Available in MS Word. 19 pages.
Description
All California limited liability companies (“LLCs”) are required to have an operating agreement. An operating agreement is a core internal document that outlines how an LLC is to be managed, governed, and operated. This operating agreement covers the main aspects of an LLC’s operations, including capital contribution, management, record keeping, transfer of interests, and dissolution. It is intended to be used only by a multi-member, manager-managed LLC in California.
Contents
Article I – Definitions
Article II – Organization
2.1 Formation and Qualification
2.2 Laws Governing the Agreement
2.3 Name
2.4 Term
2.5 Office and Agent
2.6 Purpose of Company
2.7 Initial Members
2.8 Admission of Additional Members
Article III – Capital Contribution
3.1 Initial Capital Contributions
3.2 Capital Accounts
3.3 Interest
3.4 Additional Contributions
Article IV – Management
4.1 Management of Company by the Manager
4.2 Appointment and Removal of the Manager by the Members
4.3 Powers of Manager
4.4 Limitations on Powers of the Manager
4.5 Manager as the Agent of Company
4.6 Appointment of Officers
4.7 Salaries of Managers and Officers
4.8 Members have no Management Powers
Article V – Member Meetings
5.1 General
5.2 Voting Rights of Members
5.3 Quorum
5.4 Voting by Proxy
Article VI – Allocations and Distributions
6.1 Allocations of Profits and Losses
6.2 Distributions
6.3 Form of Distribution
Article VII – Transfer and Assignment of Interests
7.1 Resignation of Membership and Return of Capital
7.2 Death of a Member
7.3 Restrictions on Transfer
7.4 Right of First Refusal
7.5 Drag Along Rights
7.6 Involuntary Transfer of a Membership Interest
Article VIII – Accounting, Records, and Reporting
8.1 Books and Records
8.2 Inspection of Books and Records
8.3 Accountings
8.4 Filings
8.5 Bank Accounts
Article IX – Dissolution and Winding Up
9.1 Dissolution
9.2 Winding Up
9.3 Distributions in Kind
9.4 Order of Payment of Liabilities on Dissolution
9.5 Limitations on Payments Made in Dissolution
9.6 Certificate of Cancellation
Article X – Indemnification
10.1 Liability of Members
10.2 Indemnification by Company
10.3 Insurance
Article XI – Dispute Resolution
11.1 Disputes Among Members
11.2 Mediation
11.3 Arbitration
Article XII – Miscellaneous
12.1 Notices
12.2 Severability
12.3 Binding Effect
12.4 Counterparts
12.5 Further Assurances
12.6 Parties in Interest
12.7 Entire Agreement
12.8 Amendments
Exhibit A: Listing of Members
Exhibit B: Capital Contributions
Exhibit C: Listing of Managers
How to Use
(1) Fill in the blanks with the appropriate information.
(2) Remove the yellow highlights in the brackets.
(3) Review the document carefully to make sure it conforms to the members’ agreement regarding the LLC and make any changes if necessary.
(4) Sign and date the document.
FAQs
What is an LLC?
An LLC, or limited liability company, is a type of corporate structure whereby the company members cannot be held personally liable for the company’s debts or liabilities and the taxes pass-through to the members.
What is an operating agreement?
An LLC operating agreement is a legal document that sets forth the fundamental terms of an LLC’s ownership, operation, and management.
Does the operating agreement of an LLC have to be filed with the Secretary of State?
No, the operating agreement does not have to be filed with the California Secretary of State. The operating agreement is an internal contract among the members of the LLC that should be kept in the company’s files, with copies provided to all members. To form an LLC, however, an Articles of Organization must be filed with the Secretary of State.
