Is an operating agreement required for California LLCs?

This page has not confirmed whether California law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what California requires, check the website of the state agency that registers LLCs in California, or ask a business attorney licensed in California.

Can I write my own California LLC operating agreement?

Yes, you can write your own California LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in California's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in California, and consider having a business attorney licensed in California review your draft before the members sign it.

Does my California LLC operating agreement need to be notarized?

This page has not confirmed whether California law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

Can I amend my California LLC operating agreement after it's created?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in California's LLC law can apply, so check them, or ask a California business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, California uses a separate filing, the Certificate of Amendment.

California LLC Operating Agreement: What to Include

What to put in an operating agreement for your California LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a California LLC operating agreement, listing the 7 provisions the document should cover. — What a California operating agreement should contain, section by section. Source: California Secretary of State.

Watch: California LLC Operating Agreement: What to Include (2026)

State Requirements

Special Rules

A written operating agreement is highly recommended. The agreement doesn't need to be filed with the California Secretary of State and can remain private.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage and initial capital contributions. This section establishes who owns what portion of your California LLC and prevents future disputes over ownership stakes.

Management structure

Specify whether your LLC will be member-managed or manager-managed and outline day-to-day operational responsibilities. Where the agreement is silent, the default rules in California's LLC law can apply.

Voting rights

Establish how decisions are made, including voting procedures and what percentage constitutes a majority. This prevents deadlocks and ensures smooth decision-making processes for your California LLC.

Profit/loss allocation

Detail how profits and losses will be distributed among members, which may differ from ownership percentages. This section matters for tax purposes and member expectations in California.

Member duties

Outline each member's responsibilities, restrictions, and obligations to the LLC. This includes fiduciary duties and prevents conflicts of interest that could harm your California business.

Dissolution process

Establish procedures for dissolving the LLC, including trigger events and asset distribution methods. California requires specific steps for dissolution, so having clear procedures protects all members' interests.

Amendment procedures

Define how the operating agreement can be modified in the future, including required approval thresholds. This ensures your agreement can evolve with your California LLC's changing needs.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether California law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what California requires, check the website of the state agency that registers LLCs in California, or ask a business attorney licensed in California.
: Yes, you can write your own California LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in California's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in California, and consider having a business attorney licensed in California review your draft before the members sign it.
: This page has not confirmed whether California law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in California's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in California before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in California's LLC law can apply, so check them, or ask a California business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, California uses a separate filing, the Certificate of Amendment.

Sources

2 documents

Each entry below is a document recorded in our verified California sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

California statute: Corporations Code § 17701.01 et seq. (LLC Act)
sos.ca.gov/business-programs/business-entitiesCalifornia Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

State Requirements

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for California LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your California LLC?

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