California operating agreements, drafted or reviewed.
Existing LLC needing a real operating agreement to replace a template? Or an existing OA you want a written review of? Two paths, both flat-fee.
Review (S2) from $495 · Drafting (S1) from $1,495
Two doors, depending on where you are
Most clients arrive on this page in one of two situations. Either they have an LLC with no operating agreement (or a one-page template that came with a filing service), or they have an operating agreement they're not sure about and want a written review before deciding what to do with it.
Door one: review (S2, $495). 60-minute review of your existing OA, a written memo identifying issues, and a recommendation memo (rewrite, amend, or leave as-is). Direct-checkout eligible — single-attorney, single-document scope, low conflict risk.
Door two: drafting (S1, $1,495). California-specific operating agreement drafted from scratch. 30-minute consultation, one round of revisions. Single-member matters can checkout directly; multi-member matters require a discovery call for Cal RPC 1.7 conflict screening.
What an operating agreement actually does
California's Revised Uniform Limited Liability Company Act (RULLCA) provides default rules for LLCs without operating agreements. Those defaults are mostly unfriendly — they lean toward dissolution as the remedy for disputes, give limited removal rights, and apply default valuation rules that favor minority members.
An operating agreement overrides those defaults. The good ones replace them with terms that fit your specific business. The bad ones either leave the defaults intact or layer in template language that doesn't fit California.
What a properly drafted operating agreement should include
Capital and ownership
Initial capital contributions, ownership percentages, future capital-call obligations, treatment of services-based contributions and IP-based contributions.
Management and voting
Member-managed or manager-managed structure, voting thresholds for ordinary versus major decisions, authority to bind the company on contracts and litigation.
Profits, losses, and distributions
Allocation of profits and losses, distribution mechanics, tax distributions, treatment of preferred returns or guaranteed payments where applicable.
Transfer restrictions
Restrictions on transferring membership interests, rights of first refusal, treatment of permitted transfers (estate planning, family transfers), spousal-consent provisions for community-property protection.
Exit, buyout, and dispute
Buy-sell triggers (the Five Ds), valuation methodology, dispute-resolution mechanism (mediation, arbitration, deadlock-breaking), dissolution and winding-up procedures.
Fiduciary duties and indemnification
California's RULLCA defaults on fiduciary duties; agreements can modify within statutory limits. Indemnification of managers and members against third-party claims.
The most common operating agreement problems we see
Three patterns drive most of the litigation we end up handling on the dispute side:
No buy-sell mechanism. A member dies, divorces, or wants out — and the agreement has nothing useful to say. The matter ends in litigation or judicial dissolution.
Vague or missing voting structure. Members deadlock on a major decision. The agreement says "unanimous consent" with no tie-breaker, or worse, says nothing at all. The deadlock becomes a dissolution claim.
Generic 50-state language. Template operating agreements often include defensive provisions designed to comply with multiple states' rules. The result is California-incompatible language — sections that conflict with RULLCA, fiduciary-duty waivers that California won't enforce, dispute-resolution mechanisms that California courts treat differently.
When you need a buy-sell instead of (or in addition to) an operating agreement
If your LLC has multiple members and the question is what happens when one of them dies, divorces, becomes disabled, departs, or deadlocks with the others, the right document is a buy-sell agreement, not just an operating agreement. The two work together — the operating agreement governs operations, the buy-sell governs ownership transitions.
If your existing operating agreement also needs replacement, the Governance Restatement (B3, $4,495) does both — restates the OA and integrates buy-sell provisions in one engagement.
Other work in formation.
The questions buyers actually ask.
Tell us what you're working on.
Transactional matters start with a short discovery call. We figure out whether the work is one we can take and what it costs — before any retainer.