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

Asked almost 2 years ago - 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. Michael Charles Doland

    Contributor Level 20

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    Answered . 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... more
  2. Michael Leo Potter

    Pro

    Contributor Level 20

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    Answered . 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!

  3. Jeff Hoang Pham

    Contributor Level 12

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    Best Answer
    chosen by asker

    Answered . 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... more
  4. Dana Howard Shultz

    Contributor Level 20

    Answered . 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.

Related Topics

Incorporating a small business

Incorporation is the act of forming a corporation, a separate legal entity whose rights and liabilities are distinct from its shareholders.

Small business LLCs

An LLC (limited liability company) is a business entity that has elements of both a corporation and a partnership (or sole proprietorship).

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