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LLC Operating Agreement · California

California Single-Member LLC Operating Agreement (2026)

For an LLC with one owner: management, separateness to protect limited liability, distributions and a successor designee. Not required in writing: the agreement may be oral, written or implied, even for a single member (Corp. Code §17701.02). Some rules can only be changed by a written agreement (§17701.10).

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California LLC operating agreement: key facts

Is a written operating agreement required?
Not required in writing: the agreement may be oral, written or implied, even for a single member (Corp. Code §17701.02). Some rules can only be changed by a written agreement (§17701.10).
State LLC law
California Revised Uniform Limited Liability Company Act (Corporations Code §17701.01 et seq.)
Default rules
Member-managed unless the articles say otherwise (§17704.07). Ordinary matters: majority of members; matters outside the ordinary course and amendments: all members.
Filed with the state?
No. The operating agreement is an internal document kept with the company records.

Official sources: Cal. Corp. Code §17704.07 · Cal. Corp. Code §17701.10 · Last reviewed: October 2026

Frequently asked questions

Is an operating agreement required in California?
Not required in writing: the agreement may be oral, written or implied, even for a single member (Corp. Code §17701.02). Some rules can only be changed by a written agreement (§17701.10).
Do I need one if I am the only member?
It is strongly recommended: it helps show the LLC is separate from you, which protects your limited liability, and banks often ask for it.
Is the operating agreement filed with the state?
No. The operating agreement is an internal document kept with the company records.
Do you ask for Social Security numbers?
No. The EIN is optional and we never ask for an SSN or bank account number.
Can I get it in Spanish?
Yes. You sign the English agreement and also receive a Spanish reference translation and Spanish instructions.

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