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PDF Editor FAQ

Does an LLC with one member need an operating agreement in CA?

Yes an operating agreement is required for all LLCs formed in California. This is straight from the CA secretary of state website:Operating Agreements are to be maintained by the limited liability company and are not filed with the California Secretary of State. (Section 17701.13(d)(5).) Please do not submit Operating Agreements for filing; if they are submitted, they will be returned unfiled.Thus, you 1) need one, but 2) don’t have to file it with the state.If you’re unsure of what an operating agreement is it's a set of documents that provide you with the framework for various business and functional issues that may arise. Feel free to check out a past post of mine regarding the important clauses to include: What are the important clauses that should be included in an operating agreement?.It’s recommended that a lawyer help you with your operating agreement though. Feel free to check out LawTrades to get connected with business formation lawyers who can create operating agreements on-demand and at an affordable rate. Our legal marketplace has some great entrepreneurial-minded attorneys located in California who can assist you quickly and effectively. Best of luck!

Does an LLC with one member need an operating agreement?

It's important that you mentioned your LLC was formed in NY because they have special requirements for LLC.Unlike other states, New York's law requires LLC members (you) to adopt a written operating agreement. It can be executed before, at the time of, or within 3 months of filing your Articles of Organization.Even if it's only you involved with the business, you should ideally sit with a lawyer and draft up the rights, duties, liabilities, obligations etc... set forth to the LLC.Keep in mind that you don't have to file this with the Department of State as it is meant to be kept internally.If you need help creating an operated agreement on-demand from a vetted community of startup lawyers, visit LawTrades. Our legal platform offers free initial consults!To give you an idea on what should in your operating agreement, see my previous answer: What are some best practices for a lean startup's LLC operating agreement?Best of luck with the business. Don't hesitate to reach out directly if you have any more questions.

What are some best practices for a lean startup's LLC operating agreement?

Think of your LLC operating agreement as the prenup for your business.It's a set of documents that provide you with the framework for various business and functional issues that may arise. By talking with your partner(s) and ideally creating one with a lawyer, you'll likely avoid costly and time consuming disputes as your business matures.Here are some (not all) points you should spell out in your operating agreement.Define the RolesIf there's multiple parties to the LLC you want to make sure that the operating agreement defines the roles and responsibilities of all the owners. It's a good idea to include key terms that relate to the allocation of profits, contributions, voting rights and more.Pay Attention to State RulesMany states have a set of laws that create some basic rules surrounding LLC's that are formed there. These rules will ultimately govern your business unless you decide to create a clause within the agreement that says otherwise.For example, some states may require you to split profits and losses equally despite the dollar amount of each partners investment. If that doesn't sit right with you, have the lawyer explain you the state rule and figure out how you want to proceed regarding that.Ownership PercentageFor most LLC's, the owners get together and contribute a certain amount of cash or something else of value to get the business of the ground. In exchange for this, each partner will get a certain percentage of the LLC proportionate to their capital or it could be divided in any other way you choose. Again, it's good write out what you prefer as clearly as possible.Other Clauses to includeHow the business will be managedMeeting rulesBuying / selling interestsNew ownershipsHope that's enough to get your thought process going! Feel free to visit LawTrades to get connected with business formation lawyers who can create operating agreements on-demand and at startup friendly prices.Feel free to reach out directly if you have any more questions.

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