Operating Agreement

The operating agreement is the LLC's governing document. It sets out who owns what, how decisions are made, who manages day-to-day operations, how distributions and capital calls work, and what happens when a member wants out or the LLC dissolves.

California does not require an operating agreement, but having one is essential, it overrides the default rules in the California Corporations Code, which often do not fit how the members actually want to operate.

Custom operating agreements address fund-raising, member admissions, transfer restrictions, deadlock resolution, capital accounts, allocations, and exit mechanisms (buy-sell, drag-along, tag-along). We draft operating agreements that match the real business, not boilerplate templates.