California LLC Operating Agreement PDF
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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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.
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) |
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.
California Governing Laws
Read the full text of these laws at Cornell Law School's California legal resources or your state legislature's official website.