Fill and Sign the How to Form a Single Member Llc in California Free Legal Resource

- 1 - SINGLE-MEMBER OPERATING ARRANGEMENT OF _______________________________ LIMITED LIABILITY COMPANY STATE OF CALIFORNIA THIS OPERATING ARRANGEMENT is hereby established, this the _____ day of ______________, 20___, by _____________________________________ the Initial Member. The Initial Member contemplates that additional Members may join the limited liability company in the future, and the following Operating Arrangement has therefore been developed. ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY 1. Formation of LLC. The Initial Member has formed a limited liability company in the State of California named ___________________________________________________ ("LLC"). The operation of the LLC shall be governed by the terms of this Arrangement and the applicable laws of the State of California relating to the formation, operation and taxation of a LLC. To the extent permitted by law, the terms and provisions of this Arrangement shall control if there is a conflict between state law and this Arrangement. The LLC shall be taxed as a sole proprietorship until and unless additional Members are added, after which the LLC will be taxed as a partnership. Any provisions of this Arrangement that may cause the LLC not to be taxed as a sole proprietorship or partnership shall be inoperative. 2. Articles of Organization. The Initial Member has caused to be filed Articles of Organization, (“Articles”) of record with the state, thereby creating the LLC. 3. Business. The business of the LLC shall be: a) _________________________________________________________ _________________________________________________________ _________________________________________________________ and b) To conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to conduct or promote, within this state or any other jurisdiction.
4. Ownership, membership, voting, and distribution of memberships. The initial member shall not receive for himself or any other member membership in the LLC. The initial member shall not sell, grant, or otherwise transfer any interest of any kind in the LLC other than membership in the llc and the right to participate in its activities and management of the business operations of the LLC. A corporation, limited-liability company, limited partnership, limited liability partnership, or limited-unitary partnership, whether organized as a corporation, may be the initial member of a llc established in another state, but may not hold the entire membership of a llc. In no event may an initial member distribute any membership dividends or otherwise distribute any membership interest in a llc other than membership in that llc. 5. Partnerships, limited liability partnerships and limited-unitary partnerships and memberships. Partnerships, limited liability partnerships, limited-unitary partnerships and memberships shall be managed and operated solely and solely by the initial member. In the event of the dissolution of the LLC, each llc member shall be entitled to share in the LLC assets and, to the extent permitted by law, in the LLC distribution. 6. Subsequent members - operating agreement, articles of organization and other operating documents. If additional members join the LLC in the future, all or any of the provisions of this arrangement as of or prior to the date of such addition to the LLC shall become modified or terminated in accordance with the provisions of this article as to any previous or subsequent additional members. If any subsequent additional members do not agree with the provisions of this article as modified or terminated for additional members, prior to such failure to agree, the subsequent additional members may withdraw from membership in the LLC and thereafter the llc shall be taxed as a partnership. 7. Certificate of formation. The initial member shall secure a certificate of formation which bears the words “limited liability company" on the date of initial incorporation by filing the certificate with the state. Upon receipt of such the certificate, the state shall verify by appropriate procedures that the facts set forth in the certificate of incorporation and the articles of organization of the LLC, as modified in accordance with this article, have been duly filed. 8. Certificate of existence. The initial member may apply for and receive a certificate of existence, (‬certificate‬) on forms provided by the state, verifying that the LLC has filed its articles and is continuing to operate. 10. Articles of organization - amendment,