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How do you specify multi-member status when filing articles of incorporation in California?

Fremont, CA |

My intent is to form a two member LLC (husband and wife) that will be actively managed by only 1 of them. When filing the standard LLC Article of Organization form, I picked the option in item 5 that LLC will be managed by "One Manager". But I do not see any option to specify if the LLC is single member or multi-member. Is that specified in the operating agreement of LLC? Is that specified later in a statement of information? Or somewhere else?

Attorney Answers 4


  1. Best answer

    I agree with my colleagues: the LLC's operating agreement is where you will specify who the members are and their respective membership interests. Every LLC in CA is required to have an operating agreement, but it need not be filed with the Secretary of State. Keep it in your LLC record book, along with all other company records.

    In the statement of information, you must provide the name of all managers. You only need to specify who the members are if no managers have been appointed.

    Best of luck.

    The information presented here is general in nature and is not intended, and should not be construed, as legal advice for a particular case. This posting does not create any attorney-client relationship with the author, and Pham Law Group does not represent you as your attorneys until retained by a written retainer agreement signed by both parties.


  2. It is specified later in both the operating agreement and statement of information.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  3. The number of members is normally NOT part of the Articles of Organization for an LLC. It does seek info on the whether the Company will be 'Member-Managed' or 'Manager Managed'. So you're fine to list one single Manager. In the Operating Agreement and/or the Register of Members in the LLC Record Book, you'll find the appropriate place to list the Members and their percentage of ownership. When I form LLCs (in all 50 states), we handle that in drafting the documents that go into the Record Book Perhaps the attached Video will help. I do suggest you work with Business Law attorney in the beginning to ensure you've covered all the legal and tax bases. Good Luck!


  4. I agree with my colleagues:

    The Articles of Organization discuss management but not the number of members.

    The Operating Agreement will identify the members and the manager.

    This information does not constitute legal advice and does not establish an attorney-client relationship.

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