Operating Agreement (Single Member) (CA)

by Practical Law Corporate & Securities

A Standard Document that is an operating agreement for a single-member California limited liability company (LLC). This Standard Document is drafted in accordance with the California Revised Uniform Limited Liability Company Act (RULLCA) and helps establish a clear governance framework, avoiding the application of potentially undesirable statutory default provisions. It establishes a member-managed structure, granting the single member exclusive authority over the company's business and affairs, including the power to appoint officers. Key provisions address the LLC's tax treatment as a disregarded entity, limitations on member liability, and broad indemnification rights. This Standard Document also outlines procedures for making capital contributions and distributions, admitting additional members with the single member's consent, and the process for dissolution and winding up the company's affairs. By formalizing the operational rules, this agreement helps preserve the LLC's separate legal identity and protect the member's limited liability.