How to Form and Maintain a Single-Member LLC in California

Starting a single-member LLC in California can be an effective way to protect your personal assets while running your business. However, it comes with specific formation steps and ongoing compliance obligations. This guide will walk California business owners through:

• Forming a California LLC: naming rules, filing requirements, and fees.

• Ongoing compliance: annual taxes, biennial reports (Statements of Information), registered agent rules, etc.

• Recordkeeping: required internal documents (like an operating agreement) and maintaining proper records.

• Best practices: separating personal and business finances and preserving your liability protection.

• Templates: what to include in a single-member LLC operating agreement and sample meeting minutes or resolutions.

Let’s dive in with a breakdown of what you need to know to form and maintain your single-member LLC in California.

Steps to Form a Single-Member LLC in California

Forming an LLC in California involves several key steps. Below is a step-by-step checklist to properly establish your single-member LLC:

1. Choose a Compliant LLC Name: Pick a unique name that meets California’s naming requirements. Your LLC’s name must include an indicator like “Limited Liability Company,” “LLC,” or “L.L.C.” (you may abbreviate “Limited” as Ltd. and “Company” as Co.) . The name cannot mislead the public or too closely resemble an existing business name on record . It also may not contain banned words like “bank,” “trust,” “trustee,” “incorporated,” “corp,” or anything suggesting an insurance company . Once you have a name in mind, use the California Secretary of State’s Business Search tool to check availability (to avoid rejection of your filing). If desired, you can reserve the name for 60 days by filing a Name Reservation form (optional, with a small fee).

2. Appoint a Registered Agent (Agent for Service of Process): California LLCs must designate an agent for service of process in the Articles of Organization. This registered agent can be any California resident or a registered corporate agent with a physical CA address who agrees to accept legal papers on behalf of your LLC . You (the business owner) can serve as your own agent if you reside in California, or you can hire a professional registered agent service. Note: The agent’s name and street address become public record . Also, your LLC itself cannot act as its own agent – you must list an individual or separate entity . If your agent or their address changes later, you’ll need to update the state (usually by filing a Statement of Information) to ensure your LLC can always be reached.

3. File the Articles of Organization: The Articles of Organization (Form LLC-1) is the official document that creates your LLC. California provides an online filing system (BizFile) to register a new LLC . Prepare to provide: your LLC’s name, the registered agent’s name and address, your LLC’s business address, and whether the LLC will be managed by the member (you) or by a manager. File the Articles online with the Secretary of State and pay the $70 filing fee (note: if filing by mail or in person, fees are the same; expedited service is optional for additional fees). Once filed and approved, the state will return a stamped copy or certificate confirming your LLC’s formation. Tip: Keep this with your records, as you’ll need the LLC’s formation date and entity number for future filings.

4. Draft an Operating Agreement: California requires every LLC to have an operating agreement (even single-member LLCs), though this agreement is kept internally and not filed with the state . Essentially, the operating agreement is a document outlining how your LLC will be governed and operated. Even if you are the only owner, you should create a written operating agreement to solidify the separation between you and the business and to clarify how the LLC functions. Key sections typically include: the LLC’s name and principal office; the sole member’s name and percentage (100%) ownership; the purpose of the business; management structure (usually member-managed for a single-member LLC, meaning you handle day-to-day decisions); how profits, losses, and distributions are handled; recordkeeping and banking policies; and procedures for adding members or dissolving the company. Having a signed operating agreement proves you own the LLC and can bolster your liability protection by showing formality . (We provide a sample outline for an operating agreement later in this post.)

5. Obtain an EIN (Tax ID) from the IRS: While not a state requirement to form the LLC, getting an Employer Identification Number (EIN) is highly recommended for single-member LLCs. The EIN is like a social security number for your business and is free to obtain from the IRS. You’ll use it to open a business bank account, file taxes, and handle payroll if you ever hire employees. Using an EIN (instead of your personal SSN) helps keep your personal and business finances separate. Even if you have no employees, most banks will ask for an EIN to open a business account. You can apply online on the IRS website and receive your EIN immediately.

6. File the Initial Statement of Information: California LLCs must file an Initial Statement of Information (SOI) within 90 days of LLC formation . This is essentially a simple report updating the state with your LLC’s contact information. The SOI is filed with the Secretary of State (online via BizFile) and requires a $20 filing fee . In the SOI, you’ll confirm details like the LLC’s principal business address, the registered agent’s address, and the names and addresses of the LLC’s managers or members (in a single-member LLC, that’s just you). Deadline: 90 days from your articles’ approval date (e.g. if your LLC was approved on August 10, your initial SOI is due by November 8 of the same year) . Missing this deadline can result in a $250 late penalty , so mark your calendar. The good news is the SOI is only required every two years after this initial filing (more on that under ongoing compliance).

7. Pay the Initial Franchise Tax: Unlike many states, California imposes an annual franchise tax on LLCs for the privilege of doing business in the state. The amount is a flat $800 per year for LLCs, regardless of income (plus an additional fee if your LLC’s gross revenue exceeds $250,000 — we’ll explain that shortly) . When to pay: Normally, new LLCs must pay the first $800 by the 15th day of the 4th month after the LLC is formed . For example, if your LLC is formed in June, the first $800 payment would be due by October 15 of the same year. Important: California temporarily waived the first-year $800 tax for LLCs formed from 2021 through 2023 , but as of 2024 that exemption expired . So if you’re forming your LLC now, plan to pay the $800 in your first year. The payment is sent to the Franchise Tax Board (FTB) using form FTB 3522 (LLC Tax Voucher) . Tip: Mark this deadline, because the state will assess penalties if you pay late. If you happen to organize and then cancel your LLC within 12 months (e.g., the business doesn’t take off), you can file a Short Form Cancellation with the state to avoid the $800 tax for that first year .

8. Obtain Necessary Business Licenses or Permits: Filing the LLC creates the legal entity, but you may also need local business licenses or permits depending on your city/county or industry. Check with your city or county clerk’s office for any required business licenses, zoning permits, seller’s permits (if selling goods), etc., to lawfully operate.

9. Open a Business Bank Account: Once your LLC is formed (and you have your EIN), open a dedicated business bank account for the LLC. This is crucial for separating your finances (more on that later) and maintaining liability protection. Most banks will require your EIN and a copy of your filed Articles of Organization (and sometimes your operating agreement) to open the account.

10. Keep Your LLC in Good Standing: Formation is just the beginning. California requires LLCs to meet ongoing obligations to remain in good standing. In the next sections, we cover ongoing compliance tasks such as annual taxes, biennial reports, and other maintenance to ensure your LLC stays active and your liability protection remains intact.

Ongoing Compliance Obligations for California LLCs

Once your single-member LLC is up and running, you need to stay on top of certain annual and biennial tasks to comply with California law. Failing to meet these requirements can lead to penalties, suspension of your LLC, or even loss of liability protection. Here are the key ongoing obligations for California LLCs:

• Annual Franchise Tax ($800): Every LLC doing business or organized in California must pay an $800 annual franchise tax to the Franchise Tax Board . This tax is due each year by the 15th day of the 4th month of your tax year (for most LLCs with a calendar tax year, that means April 15 each year) . The $800 is owed regardless of profits or activity – even if your LLC had no income or is temporarily inactive, you still pay $800 until the LLC is formally dissolved . Use FTB Form 3522 to remit this payment . Note: If your LLC was formed in late in the year, you still owe $800 for that first partial year within 4 months of formation, and then another $800 by April of the next year (there’s no pro-rating). Plan and budget for this tax so it doesn’t catch you off guard.

• LLC Gross Receipts Fee (if applicable): In addition to the flat $800 tax, California LLCs must pay an extra fee if the LLC’s total income exceeds $250,000 in a year. The fee is on a sliding scale based on gross revenue :

  • $250,000 to $499,999: $900 fee

  • $500,000 to $999,999: $2,500 fee

  • $1,000,000 to $4,999,999: $6,000 fee

  • $5,000,000 or more: $11,790 fee

    This LLC fee is reported and paid by the 15th day of the 6th month of the current tax year (typically June 15 for calendar-year LLCs) using FTB Form 3536 . If your single-member LLC is a small business under $250K revenue, you won’t owe this fee, but once you grow past that threshold, be prepared for this additional payment.

• Biennial Statement of Information: After the initial 90-day Statement of Information, California LLCs must file a Statement of Information (SOI) every two years to update the state on basic company details . This is often referred to as a biennial report. The SOI is due by the end of the biennial anniversary of your LLC’s registration. In practice, this means:

  • If you formed your LLC in an odd-numbered year, you will file SOI in every odd-numbered year. If in an even-numbered year, file every even-numbered year .

  • The report is due by the LLC’s anniversary date (the date of initial approval) in that filing year . For example, an LLC approved on July 1, 2025 (odd year) will file a SOI by July 1, 2027, then July 1, 2029, and so on.

  • The filing fee is $20 each time . You can file the SOI online via the Secretary of State’s BizFile portal.

  • Changes: If certain information changes in between the biennial filings – e.g., you change your business address or registered agent – you should file an updated Statement of Information (don’t wait two years). In fact, California requires an updated filing if your agent for service of process resigns or if you change the agent’s name or address .

  • Penalties: Not filing the SOI can result in a $250 penalty assessed by the FTB after a 60-day delinquency notice , and if delinquency continues, the state can even administratively dissolve your LLC . The Secretary of State does send reminder postcards to your LLC’s address before the due date , but you are responsible to remember the deadline even if notices don’t arrive .

• Registered Agent Maintenance: You must continuously maintain a registered agent (agent for service of process) in California during the life of your LLC. If you listed yourself or another individual, ensure that person remains at a current California address during normal business hours to receive any legal documents. If your registered agent moves or you want to designate a new agent, you need to officially update that information (usually by filing a new Statement of Information specifying the change) . Best practice: If you serve as your own agent and you move your residence, file the update promptly so the state’s records stay current. Failing to have a valid agent can lead to missed legal notices or even state penalties. Remember, the agent’s address is public, so if privacy is a concern, you might opt to hire a professional registered agent service and update the records accordingly.

• Annual Tax Filings: Aside from the franchise tax payments, your single-member LLC will have annual tax filing obligations. By default, a single-member LLC is a disregarded entity for tax purposes – meaning the IRS and California treat it similarly to a sole proprietorship. You’ll report the LLC’s income or loss on your personal tax return (Schedule C for federal taxes). However, California still requires LLCs to file Form 568 (Limited Liability Company Return of Income) each year . Form 568 is essentially an information return that accompanies your $800 payment and reports your LLC’s income (even though the income is also reported on your personal return). The due date for Form 568 is the same as your personal tax return (April 15 for most, or October 15 if extended). If you’ve elected a different tax status for your LLC (like S-Corp taxation), you’ll have the corresponding tax filings, but the $800 is still required. Always consult with a tax professional to ensure you’re meeting all federal and state tax filing requirements for your LLC.

• Business Licenses and Local Taxes: Don’t forget to renew any local business licenses, permits, or fictitious business name (DBA) filings as required. For example, many California cities require an annual renewal of a city business license tax. If your LLC operates under a trade name different from its registered LLC name, ensure your Fictitious Business Name registration is kept current with the county. While these are not state-wide LLC obligations, they are part of staying compliant and in good standing to legally operate.

• Ongoing Record Maintenance: California expects LLCs to maintain certain records at the LLC’s principal office (or a specified record-keeping office). This typically includes a list of members (just you, in a single-member LLC), a copy of the Articles of Organization and any amendments, copies of tax returns and financial statements, and an up-to-date copy of the operating agreement. Keep your LLC’s records organized and up to date. If you change your operating agreement or execute important contracts, keep those with your company records. Good recordkeeping isn’t just bureaucracy – it helps demonstrate that your LLC is a separate entity and is being run properly.

By handling these annual and biennial tasks on time, you will keep your California LLC in good standing. Good standing means you’ve paid all fees and filed required reports. This is important because if an LLC falls out of good standing (for example, if you forget to pay the franchise tax or skip the Statement of Information), the state can suspend your LLC’s powers and rights. A suspended LLC cannot legally conduct business, and if you’re sued while suspended, you could lose the liability protections. So, treat these compliance tasks as non-negotiable dates in your business calendar.

Internal Documents and Recordkeeping Requirements

One often overlooked aspect of running an LLC – especially a single-member LLC – is maintaining the proper internal documents and records. Having the right documents in place and updated is essential for legal compliance and for reinforcing the separation between you and your business. Here are the key records and internal documents you should have for your California LLC:

• Operating Agreement: As mentioned earlier, the operating agreement is a foundational document for your LLC. California law expects LLC members to adopt an operating agreement governing the LLC’s affairs . You do not file this with any government agency – instead, keep it in your LLC’s records binder. For a single-member LLC, the operating agreement can be relatively straightforward, but it should cover all major aspects of the business. (See the next section for a basic outline of what to include in a single-member LLC operating agreement.) Even though you’re “agreeing” with yourself, a written operating agreement is extremely useful: it can serve as proof of ownership (e.g., to banks or potential investors) , and it demonstrates that you are treating the LLC as a separate entity (which helps maintain your liability shield) .

• Articles of Organization and Amendments: Keep the filed copy of your Articles of Organization (the LLC-1 form you filed) in your records. If you ever amend the Articles (for example, to change the LLC’s name or principal address with the state), keep copies of those amendment filings as well. These are part of your LLC’s official documents.

• EIN Confirmation Letter: After obtaining your EIN from the IRS, save the confirmation notice/letter (Form SS-4 confirmation). Banks and some other parties may request a copy to verify your EIN.

• Business Licenses and Permits: Retain any city or county business licenses, state permits, seller’s permits, or professional licenses that your business has. Keep track of renewal dates for these as well.

• Minutes or Written Consents of Important Decisions: While an LLC (especially single-member LLC) is not legally required to hold formal meetings or keep minutes in the way a corporation must, it’s a best practice to document major decisions or actions of the LLC. In a multi-member LLC, this might be done with meeting minutes or written consents signed by the members. In a single-member LLC, you can simply draft a written resolution or consent describing the action and sign it yourself as the sole member. For instance, if your LLC is taking out a loan, entering a significant contract, purchasing a major asset, or changing some policy, you (as the member) can write a short resolution stating “As sole member of [Your LLC], I authorize the company to [take X action].” Sign and date it, and keep it in your records. This may feel a bit silly since you’re essentially writing to yourself, but it creates a paper trail showing the LLC’s activities were authorized and separate from your personal affairs. In fact, preparing annual minutes or a yearly written resolution summarizing the year’s major actions and affirming the LLC’s continued separate existence can be beneficial. It helps if you ever need to prove the company’s decisions or show a bank/auditor that you follow formalities. Remember the saying: “document, document, document.” It costs little effort and can pay off in demonstrating your compliance.

• Membership Ledger or Register: It might sound odd since there is only one member, but maintain a simple membership register or ledger that lists the owner of the LLC (you) and details like your initial contribution to the company (e.g., you contributed $10,000 cash to start the LLC on X date for 100% ownership). This can be as simple as a page stating the sole member’s name, address, percentage of ownership (100%), and any changes (if you were to transfer the LLC to someone else or add a member in the future). For a single-member LLC, this doesn’t change, but it’s another piece of the formal record.

• Financial Records: Proper accounting records are a must. Maintain financial statements, expense receipts, invoices, bank statements, and tax filings for the LLC. Not only is this important for running your business and preparing taxes, but it also supports the separation of finances (see next section) and would be critical if you ever faced an audit or lawsuit. California doesn’t require you to file these with the state, but the Franchise Tax Board or IRS could request to see books and records if there’s any question about your taxes. Generally, keep business financial records for at least 7 years.

• Records of Compliance Filings: Keep copies of all Statements of Information you file, as well as proof of payment for the FTB $800 tax and any LLC fees. If you paid the franchise tax online, keep the confirmation; if by check, keep a copy of the voucher and cancelled check. Having these on file helps if the state misapplies a payment or if you ever need to prove you filed something.

All these documents can be kept in a dedicated LLC records binder or electronic folder. Many business owners like to have a physical binder that contains: the Articles, operating agreement, EIN letter, copies of filings, important contracts, minutes/resolutions, and so on. It makes it easy to show “here are all my company’s documents” if you meet with an accountant, lawyer, banker, or if investors come on board. More importantly, it’s part of treating the LLC as an entity separate from yourself.

Separating Personal and Business Finances

One of the most critical practices for any single-member LLC owner is to rigorously separate your personal finances from your business finances. This isn’t just an accounting preference – it’s essential for preserving your LLC’s liability protection. If you intermingle personal and LLC funds, a court could determine that your LLC is merely an “alter ego” and pierce the corporate veil, making you personally liable for business debts. Here are best practices for financial separation:

• Open a Dedicated Business Bank Account: As soon as your LLC is formed (and you have an EIN), open a bank account in the LLC’s name. Use this account for all business income and expenses. Deposit all revenue the business earns into the LLC account, and pay all business bills from that account. Avoid the temptation to pay for business expenses with a personal check or personal credit card – it’s worth the minor hassle to transfer funds or get a business credit card. Keeping a strict boundary between accounts shows that the LLC’s money is not your personal piggy bank (and vice versa).

• Avoid Commingling Funds: Do not mix personal and business funds. This means:

  • Don’t pay your personal bills (rent, groceries, etc.) directly out of the LLC account.

  • Don’t deposit personal money into the business account except for clear capital contributions or properly documented loans to the business.

  • If you need to put in additional money to the LLC or take money out, document it. For example, if you take an owner distribution (profit withdrawal), transfer the money to your personal account and label it in your records as a distribution. If you contribute extra cash to the company, label it as a capital contribution.

  • Keep a paper trail for any money moving between you and the LLC. It’s your company, but you must treat it like a separate entity in financial matters.

• Use a Business Credit Card (or Debit Card): It’s often wise to have a credit card in the LLC’s name (or a dedicated business debit card tied to the LLC account). Use this for business purchases like supplies, subscriptions, travel, etc. This further isolates your transactions. You can pay the card balance from the business account. If you must use a personal card for a small business purchase (in a pinch), reimburse yourself from the LLC with a check and keep the receipt and reimbursement record in the books.

• Keep Accurate Books: Maintain a bookkeeping system to track income and expenses separately for the LLC. Whether you use software like QuickBooks or a spreadsheet, record everything. This not only helps at tax time but also serves as evidence that you treat the LLC as a separate financial entity. If your LLC ever faces legal scrutiny, well-organized financial records will support your case that you have respected the LLC’s separateness.

• Pay Yourself Properly: As a single-member LLC (default tax status), you generally take money out of the business as the owner’s draw or distribution, not a salary (unless you elect to have the LLC taxed as a corporation and put yourself on payroll). Set aside money for taxes on those earnings since, as a disregarded entity, the profits pass through to your personal tax return. It’s good practice to transfer funds to yourself on a set schedule (e.g., monthly or quarterly) as distributions, rather than constantly paying personal expenses from the LLC. This creates a cleaner record — the LLC pays you (distribution), and then you use that money for personal needs. If your LLC is ever audited or challenged, consistent and well-documented owner distributions look far better than a bunch of random personal expense payments out of the business account.

• Document Loans or Leases between You and LLC: If you must use personal assets or funds for the business, treat it formally. For instance, if you personally buy a piece of equipment and let the LLC use it, consider making a simple lease agreement where you lease it to the LLC (with the LLC paying you or at least acknowledging the arrangement). If you loan money to the LLC, even as sole owner, draft a basic promissory note that the LLC will repay you. Again, it’s about documentation and treating transactions at arm’s length.

Following these practices not only simplifies your accounting but also provides evidence that your LLC is financially separate from you. This is crucial in protecting your “corporate veil.” As one expert put it, by clearly separating finances and documenting the LLC’s direction and actions, the single member maintains a separation between the LLC and personal financial business, and if you commingle assets, “little protection exists” . So, draw that line and don’t blur it.

Maintaining Your Liability Protection

One of the main reasons to form an LLC is to shield your personal assets from business liabilities. However, simply filing the paperwork isn’t enough – you must actively maintain the LLC’s separate status and follow certain practices to ensure your liability protection remains intact. Here are important requirements and tips for maintaining the limited liability shield as a single-member LLC owner:

• Follow All Formalities and Compliance Requirements: The first part of maintaining liability protection is staying in good standing (discussed in the compliance section). Pay your taxes, file your reports, and keep a registered agent. If your LLC is suspended for non-compliance, your liability protection could be jeopardized. California, for example, can suspend an LLC for failure to pay the $800 tax or file the SOI, and during suspension your LLC isn’t a valid shield. So treat compliance deadlines as sacrosanct.

• Maintain the LLC as a Distinct Entity: Always make it clear when you are acting on behalf of the LLC, not as an individual. For example, sign contracts in the name of the LLC, and include your title (e.g., “Owner” or “Managing Member, [XYZ LLC]”). Don’t ever sign a business contract just as yourself (that could make you personally liable on it). Use the LLC’s letterhead or email for official communications. Essentially, hold yourself out to the world as a representative of the LLC, not interchangeably as the business owner in your personal capacity.

• No Personal Guarantees when Possible: Be mindful that some lenders or landlords may ask you to personally guarantee a loan or lease for your single-member LLC. If you do so, you are effectively waiving liability protection for that obligation (since you become personally responsible if the LLC doesn’t pay). Try to avoid personal guarantees unless absolutely necessary for business needs. If you must sign one, understand the risk: that particular debt pierces your veil by agreement. For other routine obligations, though, rely on the LLC’s credit and standing.

• Keep Adequate Capital and Insurance: Undercapitalizing an LLC (not giving it enough funds to meet likely debts) can be a factor in veil-piercing cases. Make sure your LLC is properly funded for its operations. Also, maintain business insurance (such as general liability insurance, professional liability, etc., as appropriate for your industry). Insurance is an extra layer of protection; it can cover liabilities that might otherwise put your company’s (or personal) assets at risk. While having insurance isn’t a formal legal requirement to maintain the LLC, it demonstrates responsible separation (the business covering its risks) and practically protects you if something goes wrong.

• Avoid Fraud or Abuse of the LLC Form: Your LLC will not protect you if you engage in fraud or illegitimate behavior under the guise of the LLC. Courts have no hesitation in holding owners personally liable for using an LLC to perpetrate fraud or evade creditors improperly. The LLC is meant for legitimate business activities – stay honest and above board in your dealings. In short: don’t misuse the LLC thinking it’s a get-out-of-liability-free card. It’s there to protect you in normal circumstances, not if you intentionally harm others or break laws.

• Regularly Review and Update Your Operating Agreement: Revisit your operating agreement periodically (say, annually) to ensure it still reflects how you want to operate. If your business grows or changes, update the agreement. Even as a single member, you might update it to adjust how distributions are handled or to plan for succession (e.g., what happens to the LLC if something happens to you – you can include provisions for transfer of membership interest). Keeping this document current reinforces that you are actively governing the LLC’s affairs.

• Hold an “Annual Meeting” (Optional but Wise): As noted, LLCs aren’t required to have annual meetings by law. However, many single-member LLC owners find it useful to hold a brief annual meeting with themselves (and perhaps their attorney or accountant) to go over the LLC’s status. You can review financials, recap major decisions of the past year (noting them in minutes), and plan for the coming year. This practice, while somewhat formalistic, further evidences that the LLC is a real entity with ongoing observance of formalities. If you ever needed to demonstrate in court that you treat the LLC seriously, being able to produce annual minutes or notes could help. It also forces you to take a yearly look at legal and financial housekeeping for the business. As one commentator observed, clearly recording the LLC’s actions and plans helps maintain the separation between the owner and the LLC, which is crucial if anyone (like a court) scrutinizes the distinction .

In summary, preserving your liability protection comes down to respecting the LLC’s separate existence. When in doubt, ask yourself: “Does this action blur the line between me and the LLC?” If yes, don’t do it. If no, you’re likely on the right track. By following the guidelines above – from financial separation to compliance to documentation – you significantly reduce the risk that anyone could “pierce the veil” of your LLC. Remember, the limited liability is a privilege that you keep by demonstrating diligence and good faith in running your business entity.

Sample Operating Agreement Outline (Single-Member LLC)

Even though you’re the only member of your LLC, an operating agreement is a crucial document. Below is a basic outline of sections and provisions you might include in a single-member LLC operating agreement:

• Introductory Section: The title of the agreement (e.g., “Operating Agreement of [Your LLC Name], a California Limited Liability Company”), and a brief introduction stating that this is an agreement made by the sole member (your name) as of the effective date.

• Organization: Details of the LLC’s formation, including the official name of the LLC, state of organization (California), formation date, and the term of the LLC (often perpetual unless you plan a dissolution date). You can note the filing of Articles of Organization with the California Secretary of State and the LLC’s purpose (e.g., “to engage in any lawful business for which an LLC may be organized in California”).

• Member Information: A section identifying the sole member (your name and address) and stating that you own 100% of the membership interest in the LLC. This section can also state that the LLC is a single-member LLC and as such, certain multi-member provisions (like multi-member votes, etc.) don’t apply until a second member is admitted.

• Capital Contributions: Record the initial capital contribution you (the member) made to the LLC (for example, cash amount, or any property contributed). Also, you can state that no other contributions are required, and if you do add funds later, you’ll document it via an amendment or a written acknowledgment. Since you’re the only member, profit and loss allocation is straightforward – 100% to you – but the agreement should state that explicitly.

• Management and Authority: Declare whether the LLC is Member-Managed or Manager-Managed. Single-member LLCs are typically member-managed (meaning you, as the member, also manage the business). If you prefer to appoint a separate manager (which is uncommon for a sole owner), the agreement should name that manager and outline their powers. In most cases, you will state that the sole member has full authority to manage the LLC’s affairs. You might also clarify that you can appoint officers or agents to act on behalf of the LLC (e.g., you may designate yourself as President, for instance, for clarity in dealing with banks). Emphasize how decisions are made – since there’s only one member, you make all decisions without formal meetings unless you choose to have them.

• Limited Liability and Indemnification: A clause reaffirming that the member is not personally liable for the LLC’s debts beyond their capital contribution, in accordance with California law. Include an indemnification clause stating the LLC will indemnify (protect) the member and any managers or officers from liability for acts done in good faith for the company, except in cases of gross negligence or willful misconduct. This is a standard provision indicating the company will cover legal expenses or judgments against you if you’re acting in a business capacity, to the extent allowed.

• Distributions: Outline how and when you (as owner) can take money out of the company. Typically, you can state that distributions of profit will be made at the discretion of the member (since you’re the only one, you decide when to take profits, subject to ensuring the LLC has enough funds to cover its obligations). It’s good to note that distributions should be made in proportion to ownership interest (100% to you until another member is added).

• Taxes: State that the LLC will be treated as a disregarded entity for tax purposes (unless you elect otherwise) – meaning the LLC’s income is reported on the member’s personal tax return. You can mention that the sole member will report and pay taxes accordingly, and that the LLC’s fiscal year will be the calendar year (unless you have a different fiscal year). Also note that the LLC will file all required tax forms (like the California Form 568 and IRS Schedule C via the member’s 1040, etc.). This section can also give the member authority to make any tax elections (for example, electing S-Corporation status down the road, if desired).

• Records and Reports: A provision that the LLC will maintain books and records, and the member has the right to access them (trivial since you are the member, but it can specify that records will be kept at the principal office). It can also mention that annual reports (Statements of Information) will be filed as required, and any significant business decisions shall be recorded (which you likely will do via the minutes/resolutions as discussed).

• Duration and Dissolution: State that the LLC’s existence is perpetual by default, but the sole member can dissolve the LLC at any time. Outline the process for dissolution: for instance, upon your decision to wind up, or your death (you might specify if the LLC interest will transfer to an heir or become part of your estate). Although grim to think about, single-member LLC agreements often include a clause about what happens if the sole member dies or becomes incapacitated – e.g., the member’s interest may pass to a designated successor or executor who can then wind up the business or continue it. If you have a particular plan (like you want the LLC to dissolve and assets go to your family, or you want someone to take over), you can include that here or at least reference that general state law will apply if not specified.

• Amendments: A brief clause on how the operating agreement can be amended. Typically, it says by written agreement of the member (you). Since you’re the only one, you have full control – but it’s good to state that any changes should be written and signed by you to be effective, ensuring a record of modifications.

• Miscellaneous: Standard boilerplate provisions can be included, such as governing law (this agreement is governed by California law), severability (if one part is invalid, the rest stands), and entire agreement (stating this document constitutes the entire operating agreement of the LLC superseding any oral agreements).

• Signature: Finally, a signature block where you, as the sole member, sign and date the operating agreement. That makes it official. Some single-member LLC owners also sign twice – once as the member, and once in a “manager” or “authorized representative” capacity – but that’s optional and mostly stylistic. One signature as the member is usually sufficient.

Remember, even for a single-member LLC, an operating agreement is a living document. Keep it with your records and update it if anything significant changes (like if you bring on a partner in the future or change how you operate).

Sample Resolution/Meeting Minutes for a Single-Member LLC

As noted, you aren’t legally required to hold meetings or keep minutes for a single-member LLC, but drafting brief minutes or resolutions for important actions can be very helpful. Here’s a simple template for a single-member LLC resolution or meeting minutes:

• Header: Title it something like “Action by Sole Member of [Your LLC Name]” or “Minutes of Annual Meeting of [Your LLC Name]”. Include the LLC’s full name and the date of the resolution or meeting.

• Statement of Membership: A sentence noting that ”[Your Name], being the sole member of [LLC Name], hereby takes the following action and records it in writing.” (If you are documenting an actual meeting, you can state that you met on a certain date and because you are 100% of the membership, a quorum is present.)

• Resolutions or Actions: Use bullet points or numbered paragraphs for each decision or action you’re recording. For example:

  • Resolved: The sole member approves the operating agreement (if this is your initial meeting, you might resolve to adopt the operating agreement).

  • Resolved: The LLC is authorized to open a bank account at [Bank Name], and [Your Name] is authorized to execute any documents necessary for that purpose.

  • Resolved: [Your Name] is hereby elected as the Managing Member (or President) of the LLC, with full authority to act on the LLC’s behalf.

  • Resolved: The LLC will enter into a lease agreement for office space at [Address] under the terms presented, and [Your Name] is authorized to sign the lease.

  • Resolved: The sole member approves the financial statements for the year ending 2025 (if doing annual minutes).

  • Resolved: [Your Name] will contribute an additional $5,000 capital to the LLC (if you decided to put more money in).

  • Resolved: (If annual meeting minutes) The sole member reviewed the state of the business and confirmed that all required filings (taxes, SOI) for the prior year were completed, and directs that the LLC continue to maintain proper records and compliance for the coming year.

  Include any major actions that make sense for your situation. You don’t need to write something for every trivial thing, just the big-ticket items or formal approvals.

• Closing: A line that the resolutions were effective as of the date signed, and that by signing you certify this document as the official record of the actions.

• Signature: A signature line for you as the Sole Member. If you styled the document as “minutes of a meeting,” you might sign as the person who prepared the minutes (which is also you) or as the “Sole Member and Meeting Chair.” In a resolution format, just sign as the sole member.

Here’s an example snippet of how such a document might read in practice:

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE SOLE MEMBER OF

XYZ Enterprises LLC

January 15, 2026

The undersigned, being the sole member of XYZ Enterprises LLC, a California limited liability company (“Company”), does hereby consent to and adopt the following resolutions:

Resolved: that the Company is authorized to open a business bank account at Bank of California, and Jane Doe, as sole member, is authorized to execute any and all documents required by the bank.

Resolved: that the Company’s Operating Agreement dated January 15, 2026 is hereby formally adopted and ratified.

Resolved: that the principal office of the Company is hereby established at 1234 Main Street, Los Angeles, CA, 90001, and the Company is authorized to enter into a lease agreement for such premises.

Resolved: that the sole member acknowledges and approves the financial report for the fiscal year 2025 as presented.

The above resolutions are hereby consented to and approved as of the date below by the undersigned sole member.

---

Jane Doe, Sole Member

Date: January 15, 2026

You can tailor that to whatever needs you have. The key is to show in writing that you took an official action as the LLC and not as an individual. Again, while not required, these documents can be stored in your LLC records and pulled out if ever needed to demonstrate that you’ve observed corporate formalities and kept the LLC’s affairs well-documented. It’s part of the discipline of running a company, even a one-person company.

Conclusion

Forming and running a single-member LLC in California comes with a mix of one-time tasks (filing the Articles, drafting your operating agreement) and recurring responsibilities (paying taxes, filing reports, keeping records). The good news is that California provides clear guidelines and online systems (through the Secretary of State and Franchise Tax Board) to help you stay compliant. By following the steps to properly form your LLC and diligently handling the ongoing compliance obligations each year, you will ensure your business remains in good standing.

Equally important are the internal practices – keeping an operating agreement, maintaining separation of finances, and documenting decisions – which collectively fortify your limited liability protection. As a California business owner, treating your single-member LLC with the same care and formality as a larger business will pay off in the long run by minimizing legal risks and avoiding penalties.

For further official information, you can consult resources like the California Secretary of State’s website for business entities (for forms, FAQs, and the latest requirements) and the California Franchise Tax Board’s guidance on LLC taxes . These sources provide up-to-date details on fees, deadlines, and any changes in the law. Running a business can be complex, but with a solid understanding of these requirements, you’ll be well on your way to successfully managing your California single-member LLC.

Good luck with your new venture, and remember: stay organized, stay compliant, and enjoy the peace of mind that comes with knowing your business (and your personal assets) are well-protected under California’s LLC laws!

Sources:

• California Secretary of State – Business Entities: Starting a Business (LLC)

• California Secretary of State – LLC Naming Rules

• California Secretary of State – Statement of Information FAQ

• California Franchise Tax Board – LLC Tax and Fee Requirements

• California Franchise Tax Board – First-Year Tax Exemption (expired)

• Small Business Chronicle – Importance of Keeping LLC Finances Separate

• LLC University – California LLC Statement of Information (biennial report deadlines)