California LLC Operating Agreement Review

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California LLC operating agreement review ensures compliance with the Revised Uniform Limited Liability Company Act (RULLCA), California Corporations Code Sections 17701-17713. Even single-member LLCs benefit from a written operating agreement to protect limited liability status.

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Key Takeaways

California RULLCA (Corp Code 17701-17713) governs all LLC operating agreements

California imposes an $800 annual minimum franchise tax on all LLCs

A Statement of Information must be filed within 90 days of formation and biennially

Single-member LLCs should have a written agreement to preserve liability protection

Under 5 minutes*

Average Review Time

200+ state-specific compliance points*

Compliance Checks

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* Estimates based on typical documents. Actual results vary by document type and complexity.

California LLC operating agreements are governed by the Revised Uniform Limited Liability Company Act (RULLCA), codified in California Corporations Code Sections 17701.01 through 17713.13. While California does not legally require a written operating agreement, having one is strongly recommended. Without it, default RULLCA provisions apply, which may not align with members' intentions. All California LLCs must pay an $800 annual minimum franchise tax to the Franchise Tax Board, file a Statement of Information (Form LLC-12) within 90 days of formation and every two years thereafter, and may be subject to an additional annual fee if gross receipts exceed $250,000. Single-member LLCs should document management authority and capital contributions to maintain the liability shield.

How It Works

1

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AI Analysis

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Review Findings

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What We Check

Verify California-specific compliance

Review state statutory requirements

Identify potentially void provisions

Check required disclosures

Analyze enforceability under CA law

Common Risks We Identify

Provisions void under California law

Missing state-required disclosures

Non-compliant terms and conditions

Unenforceable restriction clauses

Inadequate consumer protections

Hypothetical Case Study by Justee

Justee recently analyzed their standard llc operating agreement document for a California-based business.

Issue Found: California-specific compliance issues were identified that could affect enforceability.

Justee Recommendation: We recommended revisions to ensure California law compliance.

California-Specific Compliance Issue

Problematic Language

"Standard language that may not comply with California requirements."

Recommended Language

"Revised language addressing California-specific statutory requirements."

Why it matters: California law requires specific provisions that differ from other states.

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Artem Dolukhanyan
Artem Dolukhanyan

Partner, Corporate Transactions at Grayver Law Group

AI Review vs. Manual Review

FeatureJustee AI ReviewManual Review
Review Time2-5 minutes2-4 hours
CostFree trial available$150-500+
Legal CitationsAutomaticVaries by reviewer
Clause SuggestionsIncludedExtra fee
Availability24/7 instantBusiness hours
* Comparison data represents estimates based on industry research and internal testing for typical contract types. Review times, costs, and accuracy percentages vary by document complexity, length, jurisdiction, and specific legal requirements. See full disclaimer below.

Official Resources

California Secretary of State — Forming an LLC

Official California guide to LLC formation requirements

California RULLCA (Corporations Code Title 2.6)

Full text of the California Revised Uniform Limited Liability Company Act

Important Legal Disclaimer

Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.

No Attorney-Client Relationship: Use of Justee AI does not create an attorney-client relationship. Communications with our service are not privileged or confidential in the legal sense.

Consult a Professional: For specific legal matters, we strongly recommend consulting with a qualified attorney licensed in your jurisdiction. Legal requirements vary by location and circumstances, and only a licensed attorney can provide advice tailored to your specific situation.

Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

California LLC Operating Agreement Review FAQ

California does not legally mandate a written operating agreement, but without one the default RULLCA provisions govern your LLC. These defaults may not reflect your intentions for profit sharing, management authority, or transfer restrictions. A written agreement is strongly recommended.

Every California LLC owes an $800 annual minimum franchise tax to the Franchise Tax Board, due by the 15th day of the 4th month after formation and annually thereafter. This tax applies even if the LLC has no income. LLCs with gross receipts over $250,000 owe an additional annual fee.

California LLCs must file a Statement of Information (Form LLC-12) with the Secretary of State within 90 days of formation and every two years after. The filing fee is $20. Failure to file can result in penalties and eventual suspension of the LLC.

Yes. A single-member LLC operating agreement documents the separation between the owner and the business entity, which helps preserve limited liability protection. It also establishes management authority, capital contributions, and dissolution procedures.

Key provisions include franchise tax obligations, Statement of Information filing duties, California choice-of-law clauses referencing RULLCA, registered agent requirements, and any California-specific transfer restrictions. The agreement should also address California community property rules if members are married.

RULLCA provides default rules for management, voting, profit distribution, transfer restrictions, and dissolution. These defaults apply unless your operating agreement specifies otherwise. For example, RULLCA defaults to per-capita voting rather than percentage-of-interest voting.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
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  • Company and organization names
  • Business addresses and geographic locations
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  • Corporate tax identifiers (EIN)
Our system achieves 100% detection of standard PII types and approximately 97% overall coverage. Certain rare identifiers — such as cryptocurrency wallet addresses and MAC addresses — may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

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Last updated: May 13, 2026

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