Question: I understand that California LLC law does not require my multi-member California LLC to have an Operating Agreement signed by all of the members. However, I know that it is prudent that every California LLC have its members sign an Operating Agreement. Several of us want to form a California LLC, but I am concerned that after we form the LLC we may not agree on the terms and conditions of the Operating Agreement. Can the prospective members of a to-be-formed California LLC agree on the contents of an Operating Agreement before they actually file the Articles of Organization and form the LLC?
Answer: Yes. California RULLCA Section 17701.11(c) states:
“Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become the operating agreement. “
I recommend that if you are considering forming a California LLC with multi-members that would involve a lot of money, services or members’ time, all of the prospective members should definitely sign a contract in which they agree that on forming the LLC each of them will sign the Operating Agreement that is attached as an exhibit to the contract. The agreement to sign an Operating Agreement must be created as part of a legally binding contract.
Call me, California LLC attorney Richard C. Keyt, J.D., M.S. (accounting), at 480-664-7472 if you need a contract among prospective members to sign an Operating Agreement.