Legal Question in Business Law in California

I see a lot of web info wherein a single member LLC (California) will be subject to default rules if an operating agreement is not created. I can't seem to find the default rules themselves, though. Where can they be found for California?


Asked on 7/23/12, 12:33 pm

2 Answers from Attorneys

Jim Betinol Withrow and Betinol Law

The default rules are codified in California Law. The interpretation of the code are governed by case law. A good start would be to review California Law on LLC (see link below) and if something is vague you will have to research on whether there is case law that will address the vagueness of the law. This entire process can be pretty complicated. If you need further assistance, feel free to contact me or a business attorney in your area.

http://law.justia.com/codes/california/2009/corp.html

Goodluck,

Jim Betinol

[email protected]

424-229-2560

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Answered on 7/23/12, 12:44 pm

It doesn't matter if you are single member or otherwise. "Default Rules" is just a broad term for all the statutory provisions regarding governance of LLC's in California, which are contained in various sections of the Beverly-Killea Limited Liability Company Act, Cal. Corp. Code sections 17000 - 17656. Section 17005, as well as some more specific provisions scattered through the Act, provide for LLCs to modify or disregard many provisions of the LLC Act by agreement of the members and/or provisions in the operating documents. Where the members make no agreement and the operating documents are silent, or when there is no operating agreement, then the provisions of the code, i.e. "default rules" for short, are what govern operation of the LLC.

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Answered on 7/23/12, 1:25 pm


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