Question: The initial members of my California LLC signed an Operating Agreement. One of the initial members assigned ten percent of the membership interests to John Doe. The initial members agreed to admit John as a member. John refuses to sign the Operating Agreement. What can we do?
Answer: The good news for the initial members who signed the Operating Agreement is that Section 17701.11(b) states “A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.” John Doe is legally bound by the obligations contained in the Operating Agreement despite the fact he never signed it.
Warning to Prospective Members of an Existing California Limited Liability Company: If you are thinking of becoming a member of an existing California LLC that has an Operating Agreement, do not become a member until you review the LLC’s Operating Agreement and approve all of its provisions.