California LLC Operating Agreement Template
Required, per the California Secretary of State: its guidance says an operating agreement among the members is required. The statute itself only defines the agreement, which may be oral, in a record or implied (Cal. Corp. Code § 17701.02(s)). Fill in the form to build a California operating agreement for a single-member or multi-member LLC, governed by the California Revised Uniform Limited Liability Company Act. Download it as PDF or Word and keep the signed copy with the company records; it is not filed with the state.
This template is a starting point, not legal advice, and Jupid is not a law firm. LLC law differs by state, and California courts apply California law. Have an attorney licensed in your state review the agreement before every member signs, especially if members contribute property, receive unequal rights, or plan to bring in investors.
Company
Governed by the California Revised Uniform Limited Liability Company Act. The Secretary of State says an operating agreement is required. California rules
Owners
Member
Management
Match what your Articles of Organization says, if it states the management structure.
Taxes
Succession
Lets the LLC continue without a gap in ownership. Coordinate with your will or trust.
Live preview: 11 articles
Operating Agreement of Blue Harbor Studio LLC
A California single-member, member-managed limited liability company
This Operating Agreement (this "Agreement") of Blue Harbor Studio LLC (the "Company") is made effective as of March 2, 2026 (the "Effective Date") by its sole member listed in Schedule A (the "Member").
Article 1. Formation
1.1 Formation. Blue Harbor Studio LLC (the "Company") was formed as a California limited liability company on March 2, 2026 by filing its Articles of Organization with the California Secretary of State. The California Revised Uniform Limited Liability Company Act (the "Act") and this Agreement govern the Company. Where this Agreement differs from a default rule of the Act, this Agreement controls to the extent the Act allows.
1.2 Purpose. The purpose of the Company is graphic design, branding and marketing services, and any other lawful business for which a limited liability company may be formed under the Act.
1.3 Principal Office. The Company's principal office is at 1200 Main Street, Suite 300, Sacramento, CA, or at another place the Member chooses.
1.4 Registered Agent. The Company's registered agent and registered office in California are those stated in its most recent filing with the California Secretary of State.
1.5 Term. The Company continues until it is dissolved and its affairs are wound up under Article 10.
Article 2. Sole Member and Capital
2.1 Sole Member. Alex Rivera (the "Member") is the sole member of the Company and owns 100% of the membership interests. The Member's address and Capital Contribution are listed in Schedule A.
2.2 Capital Contribution. The Member has contributed or will contribute the money, property or services stated in Schedule A. The Member is not required to make any additional contribution but may do so at any time.
2.3 No Interest on Capital. The Member earns no interest on its Capital Contributions. A loan from the Member to the Company is not a Capital Contribution.
Article 3. Allocations and Distributions
3.1 Profits and Losses. All profits and losses of the Company are allocated to the Member.
3.2 Distributions. The Member decides when the Company makes distributions and in what amounts.
3.3 Limits on Distributions. The Company will not make a distribution if, after the distribution, the Company could not pay its debts as they become due in the ordinary course of business, its total liabilities would exceed its total assets, or the distribution would otherwise violate the Act.
Article 4. Tax Classification
4.1 Classification. The Company has one Member. Under Treasury Regulations Section 301.7701-3(b)(1)(ii), it is disregarded as an entity separate from its owner for federal income tax purposes unless the Member elects otherwise by filing IRS Form 8832 or Form 2553. Being disregarded for income tax purposes does not change the Company's separate legal existence or the Member's limited liability under the Act.
Article 5. Management
5.1 Management by the Member. The Company is member-managed. The Member has full authority to run the business, sign contracts, open accounts and take any other action for the Company. The Member may act by signing a written consent and is not required to hold meetings.
5.2 Officers and Agents. The Member may appoint officers or agents, give them titles and delegate authority to them in writing.
Article 6. Transfers and Additional Members
6.1 Transfers. The Member may transfer all or part of its membership interest. A person who receives the Member's entire interest is admitted as a member when the transfer takes effect.
6.2 Additional Members. The Member may admit additional members by written consent. When a second member is admitted, the members will sign an amended operating agreement that covers voting, distributions and transfers. Once the Company has two or more members, it is classified as a partnership for federal income tax purposes unless it has elected to be taxed as a corporation.
Article 7. Death or Incapacity of the Member
7.1 Successor on Death. On the Member's death, the person who inherits the Member's interest under the Member's will or trust or under the laws of intestacy succeeds to the Member's entire interest and is admitted as the member effective as of the date of death, so that the Company continues without dissolution. Until the successor is admitted, the Member's personal representative may exercise all of the Member's rights to manage the Company.
7.2 Incapacity. If the Member becomes unable to manage the Company because of a physical or mental condition, the Member's agent under a durable power of attorney, or a court-appointed guardian or conservator, may exercise the Member's management rights until the Member can act again.
Article 8. Books, Records, Bank Accounts and Separateness
8.1 Books and Fiscal Year. The Company keeps complete and accurate books of account. Its fiscal year is the calendar year unless tax law requires otherwise, and its books are kept on the cash or accrual method the Member chooses for its tax returns.
8.2 Records. The Company keeps the records required by Cal. Corp. Code § 17701.13, at the location that section requires, including a copy of its Articles of Organization and all amendments, this Agreement and all amendments, a current list of its Member with addresses, Capital Contributions, and its federal, state and local tax returns and financial statements for at least the three most recent years.
8.3 Bank Accounts. All Company money is deposited in accounts in the Company's name and used only for Company purposes. Company funds are never mixed with the personal funds of the Member. The Member, and anyone they authorize in writing, may sign on Company accounts.
8.4 Separate Existence. The Company holds itself out as a legal entity separate from the Member. It signs contracts in its own name, pays its debts from its own funds, keeps its own books and accounts, and does not pay the personal expenses of the Member. These practices help preserve the limited liability the Act gives to the Member.
Article 9. Limited Liability, Exculpation and Indemnification
9.1 Limited Liability. To the fullest extent the Act allows, no Member or officer is personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely because of that role. A failure of the Company to observe formalities is not a ground for imposing personal liability on the Member.
9.2 Exculpation. No Member or officer is liable to the Company for any act or omission in good faith on behalf of the Company, except for gross negligence, willful misconduct, a knowing violation of law, a transaction from which the person received an improper personal benefit, or a breach of this Agreement.
9.3 Indemnification. To the fullest extent the Act allows, the Company will indemnify and hold harmless the Member and each officer against losses, judgments, settlements and reasonable legal fees arising from claims related to the Company's business, except for conduct listed as an exception in Section 9.2. The Company may advance legal fees if the person agrees in writing to repay them if it is later determined that the person was not entitled to indemnification.
9.4 Insurance. The Company may buy insurance on behalf of any person it may indemnify.
Article 10. Dissolution and Winding Up
10.1 Events of Dissolution. The Company dissolves only on:
- the Member's written decision to dissolve;
- the sale of all or substantially all of its assets, after the sale proceeds are collected;
- the Company having no member, if no successor is admitted under Article 7 and the Company is not otherwise continued as the Act permits;
- entry of a court order of dissolution; or
- any other event that requires dissolution under the Act.
10.2 Winding Up. On dissolution, the Member will wind up the Company's affairs, sell or distribute its assets, and file the dissolution or cancellation documents the California Secretary of State requires.
10.3 Order of Payment. Company assets are applied in this order: first, to creditors, including the Member if it is a creditor, in satisfaction of the Company's debts; second, to reasonable reserves for contingent liabilities; and third, to the Member.
Article 11. General Provisions
11.1 Governing Law. This Agreement is governed by the laws of the State of California, including the California Revised Uniform Limited Liability Company Act (Cal. Corp. Code § 17701.01 et seq.).
11.2 Entire Agreement. This Agreement, including its schedules, is the entire agreement of the Member about the Company and replaces any earlier oral or written agreement on the same subject.
11.3 Amendments. This Agreement may be amended only by a writing signed by the Member.
11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the rest of the Agreement stays in effect, and the provision is enforced to the greatest extent allowed.
11.5 Binding Effect; No Third-Party Beneficiaries. This Agreement binds and benefits the Member and its permitted successors and assigns. No creditor or other third party may enforce it.
Signatures
The Member signs this Agreement effective as of the Effective Date.
Date: ________________
Schedule A: Member
| Member | Address | Capital contribution | Percentage interest |
|---|---|---|---|
| Alex Rivera | 48 Oak Lane, Sacramento, CA | $5,000 (Cash) | 100% |
| Total | $5,000 | 100% |
Template from jupid.com. Not legal advice; California law varies, so have an attorney review this document before signing.
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California Operating Agreement Facts
LLC statute
California Revised Uniform Limited Liability Company Act (Cal. Corp. Code § 17701.01 et seq.)
Required?
Required, per the California Secretary of State: its guidance says an operating agreement among the members is required. The statute itself only defines the agreement, which may be oral, in a record or implied (Cal. Corp. Code § 17701.02(s)).
Filed with the state?
No. You file the Articles of Organization with the California Secretary of State; the operating agreement stays with the company records.
What the statute calls it
operating agreement
Records rule
The LLC must maintain at its designated office a copy of the operating agreement, if in writing, and all amendments (Cal. Corp. Code § 17701.13(d)(5)).
Annual or biennial report
Statement of Information (Form LLC-12), $20, due within 90 days of initial registration and every two years thereafter.
Series LLCs
Not authorized (Title 2.6 has no series provisions)
Community property state
Yes. Spouses who own an LLC as community property may treat it as a disregarded entity or a partnership (IRS Rev. Proc. 2002-69). The template's spousal consent exhibit is on by default.
State entity tax
$800 annual LLC tax to the Franchise Tax Board, due by the 15th day of the 4th month of the taxable year (first year counted from the Secretary of State filing date); an LLC that makes more than $250,000 also pays an LLC fee, estimated by the 15th day of the 6th month.
What California law says about operating agreements
California LLCs are governed by the California Revised Uniform Limited Liability Company Act (Cal. Corp. Code § 17701.01 et seq.). The act defines the operating agreement as the agreement of all the members, including a sole member, "whether oral, in a record, implied, or in any combination thereof," and says the term may include, without more, an agreement of all members to organize the LLC (§ 17701.02(s)). The statute has no separate "shall adopt" clause, but the Secretary of State's guidance states that an operating agreement among the members is required in addition to the state filings.
The agreement is not filed. The Secretary of State says the LLC keeps it at the office where its records are kept, and the act requires the LLC to maintain at its designated office a copy of the operating agreement, if in writing, with all amendments (§ 17701.13(d)(5)).
California defaults when the agreement is silent
An LLC is member-managed unless its articles of organization state otherwise (§ 17704.07(a)). Without a voting provision in the articles or a written operating agreement, members vote in proportion to their interests in current profits, and a majority of the members means more than 50 percent of those interests (§§ 17701.02(m), 17704.07(r)). Ordinary matters are decided by a majority of the members, while acts outside the ordinary course and amendments to the operating agreement need the consent of all members (§ 17704.07(b)).
On money, California follows contributions rather than head count. Unless the agreement provides otherwise, distributions are made on the basis of the value of each member's contributions as stated in the required records, and profits and losses are allocated the same way (§ 17704.04(a), (e)). A member may withdraw at any time by express will, though a wrongful withdrawal creates liability for damages (§ 17706.01). Unless the articles or a written agreement provide otherwise, leaving does not entitle the member to a distribution, and the former member holds only a transferee's rights (§ 17704.04(b)). A transferee receives distributions but cannot vote or participate in management (§ 17705.02).
California taxes, filings and community property
Every LLC doing business or organized in California pays an $800 annual tax to the Franchise Tax Board by the 15th day of the 4th month of its taxable year, counted for the first year from the date it files with the Secretary of State. An LLC that makes more than $250,000 also owes an LLC fee, estimated and paid by the 15th day of the 6th month. A Statement of Information (Form LLC-12, $20) is due within 90 days of initial registration and every two years after that.
California is a community property state. A married couple owning an LLC as community property can have it treated as a disregarded entity or as a partnership under IRS Rev. Proc. 2002-69, so the agreement should state which treatment the spouses use. The act contains no series LLC provisions. Check the current statute before relying on a default rule.
Frequently Asked Questions
Official References
California statute sections and agency pages checked October 2026. Statutes change; confirm the current text before relying on a default rule.