(a) A limited liability company is a member-managed limited liability company unless the articles of organization contain the statement required by paragraph (5) of subdivision (b) of Section 17702.01. (b) In a member-managed limited liability company, the following rules apply: (1) The management and conduct of the limited liability company are vested in the members. (2) Except as provided in subdivision (r), each member has equal rights in the management and conduct of the limited liability companyâs activities including equal voting rights. (3) A difference arising among members as to a matter in the ordinary course of the activities of the limited liability company shall be decided by a majority of the members. (4) Except as otherwise provided in Article 10 (commencing with Section 17710.01), an act outside the ordinary course of the activities of the limited liability company may be undertaken only with the consent of all members. (5) The operating agreement may be amended only with the consent of all members. (c) In a manager-managed limited liability company, the following rules apply: (1) Except as otherwise expressly provided in this title, any matter relating to the activities of the limited liability company is decided exclusively by the managers. (2) Each manager has equal rights in the management and conduct of the activities of the limited liability company. (3) A difference arising among managers as to a matter in the ordinary course of the activities of the limited liability company may be decided by a majority of the managers of the limited liability company. (4) The consent of all members of the limited liability company is required to do any of the following: (A) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited liability companyâs property, with or without the goodwill, outside the ordinary course of the limited liability companyâs activities. (B) Except as otherwise provided in Article 10 (commencing with Section 17710.01), any other act outside the ordinary course of the limited liability companyâs activities. (5) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without cause, subject to the rights, if any, of the manager under any service contract with the limited liability company. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. (7) A personâs ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. (d) Except for such orders as may be made by a court of competent jurisdiction over a dissolution under Section 17707.03, the dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the limited liability company loses the right to participate in management as a member and a manager. (e) This title does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of a limited liability company. (f) Meetings of members may be held at any place, by electronic video screen communication or by electronic transmission by and to the limited liability company pursuant to paragraphs (1) and (2) of subdivision (i) of Section 17701.02, either within or without this state, selected by the person or persons cal
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