'/%3e%3crect%20x='28'%20y='24'%20width='40'%20height='8'%20rx='2.5'%20fill='%23fff'/%3e%3crect%20x='42'%20y='30'%20width='12'%20height='32'%20rx='2.5'%20fill='%23fff'/%3e%3cpath%20d='M30%2060%20L46%2078%20L82%2034'%20fill='none'%20stroke='%23fff'%20stroke-width='11'%20stroke-linecap='round'%20stroke-linejoin='round'/%3e%3c/svg%3e){kind=small}
California LLC Operating Agreement Template
California charges every LLC at least $800 a year in franchise tax and expects a Statement of Information every two years, so your operating agreement should plan for those costs and deadlines. Where the agreement is silent, the state's Revised Uniform LLC Act fills the gaps, and while members' duties of loyalty and care can be shaped, they cannot be eliminated.
Describe your situation below for a custom contract, add one you already have to review it for risks, or download the free template.
Draft a contract, or add one to review.
Describe the agreement you need in plain English, or drop a PDF or Word file. Free to start.
California rules to know
California's Revised Uniform LLC Act fills the gaps
Where the operating agreement is silent, the RULLCA's default rules apply — for example, an LLC is member-managed unless its articles say otherwise. The agreement can be written, oral or implied, but a written one avoids disputes.
Cal. Corp. Code § 17701.01 et seq.
Some duties can't be waived
The operating agreement can shape but not eliminate members' and managers' duty of loyalty, duty of care and the obligation of good faith and fair dealing.
Cal. Corp. Code § 17701.10
$800 annual franchise tax
Every LLC doing business or organized in California owes at least the $800 annual tax to the Franchise Tax Board, plus a fee once gross receipts pass $250,000. Plan distributions with this in mind.
Cal. Rev. & Tax. Code §§ 17941, 17942
Statement of Information every two years
An LLC must file a Statement of Information within 90 days of formation and every two years after. Missing it brings penalties and can lead to suspension.
Cal. Corp. Code § 17702.09
Last updated 2026-10-05
Download the free template
Our California LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.
Want it written for your situation instead? Describe it in the box above and get a custom contract for $4.99.
What a llc operating agreement covers
- Members, ownership percentages and capital contributions
- Member-managed or manager-managed
- Profit and loss allocation and distributions
- Voting and major decisions
- Transfers of membership interests and buyouts
- Dissolution and winding up
Frequently asked questions
- Can a California operating agreement waive members' duty of loyalty?
- No. Under California law, the agreement can shape the duty of loyalty, the duty of care and the obligation of good faith and fair dealing, but it cannot eliminate them. You can define how those duties apply to your particular business, but a blanket waiver will not remove them.
- How should the $800 California franchise tax affect our distribution terms?
- Every LLC organized or doing business in California owes at least $800 a year to the Franchise Tax Board, plus an additional fee once gross receipts pass $250,000. Building a reserve for these amounts into your distribution provisions helps make sure the company can pay them before cash goes out to members.
- Is a California LLC member-managed if our documents don't say otherwise?
- Yes. Under California's default rules, an LLC is member-managed unless its articles say otherwise. If you want managers to run the business, make sure the articles reflect that and use the operating agreement to define their authority. Also keep the Statement of Information current: it is due within 90 days of formation and every two years after.
- Does a single-member LLC need an operating agreement?
- Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
- What happens if we don't have one?
- Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
- Do I file the operating agreement with the state?
- Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.
LLC Operating Agreement in other states
We use strictly necessary cookies to run the app. With your consent, we also use analytics and marketing cookies to improve and promote our services. See our Privacy Policy.