Operating Agreement (Multi-Member, Manager-Managed) (CA)

by Practical Law Corporate & Securities

A Standard Document that provides a long-form operating agreement for a California limited liability company (LLC) with multiple members, where one member also serves as the manager. This manager-managed LLC agreement establishes a detailed framework for governing the company's operations and the relationship among its members, consistent with the California Revised Uniform Limited Liability Company Act (RULLCA). It addresses essential provisions such as initial and additional capital contributions, the maintenance of member capital accounts, allocations of profits and losses, and procedures for distributions, including tax advances to members. The agreement defines the manager's authority while specifying major company actions that require member approval, ensuring a balance of control. Furthermore, this Standard Document outlines significant restrictions on the transfer of membership interests, including permitted transfers and a right of first refusal mechanism. It also includes key provisions for indemnification, tax matters under the BBA partnership audit rules, member meetings, confidentiality, and the dissolution and liquidation of the LLC.