CA · LLC-OP-AGMT · Updated July 2026 · Free
California LLC Operating Agreement
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California at a glance: Governing Law: Cal. Corp. Code § 17701.01 · Fiduciary Duty Waivers: Strictly limited (cannot eliminate) · Agreement Mandate: Statutorily required for all LLCs
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Overview
LLC Operating Agreements in California
California LLCs are governed by the California Revised Uniform Limited Liability Company Act (RULLCA - Cal. Corp. Code § 17701.01 et seq.). California law mandates that California LLCs must have an operating agreement (verbal, written, or implied), although it is not filed publicly.
Unlike Delaware, California does not permit members to completely eliminate the fiduciary duties of loyalty, care, and good faith, though they may be reasonably limited with the consent of all members.
Key Facts
California LLC Operating Agreement — Quick Reference
| Requirement | California Rule |
|---|---|
| Governing Law | Cal. Corp. Code § 17701.01 |
| Fiduciary Duty Waivers | Strictly limited (cannot eliminate) |
| Agreement Mandate | Statutorily required for all LLCs |
| Filing Fee | $70 (plus annual $800 franchise tax) |
Legal Requirements
California Legal Requirements
- An operating agreement must be entered into by members (before, during, or after filing Articles).
- Cannot unreasonably restrict a member's right to access company records and information.
- Cannot eliminate the implied covenant of good faith and fair dealing.
Governing Laws
California Governing Laws
Cal. Corp. Code § 17701.10
Operating Agreement Scope
Sets forth what an operating agreement can and cannot modify, protecting member rights.
Cal. Corp. Code § 17704.09
Fiduciary Duties
Defines the non-waivable duties of loyalty, care, and good faith for members and managers.
Read the full text of these laws at Cornell Law School's California legal resources or your state legislature's official website.
Questions & Answers
California LLC Operating Agreement — Frequently Asked Questions
Is an Operating Agreement mandatory in California?
Yes. California Corporations Code Section 17701.02 statutorily requires California LLCs to have an operating agreement, though it remains an internal document.
Can we waive the $800 franchise tax in California?
No. Every California LLC must pay the annual $800 minimum franchise tax to the Franchise Tax Board, regardless of business activity or income.