Conditions to Amending an Operating Agreement

Question:  Can the Operating Agreement of a California limited liability contain one or more provisions that create a condition that must be satisfied before the Operating Agreement can be modified?

Answer:  Yes.  RULLCA Section 17701.12(a).  Here are some common conditions members of a California LLC could put into the LLC’s Operating Agreement that must be satisfied before the Operating Agreement can be modfied:

• The amendment must be approved by a person or entity that is not a member of the LLC.  For example, Homer Simpson’s three children have a CA LLC with an Operating Agreement that says the Operating Agreement cannot be modified unless their father Homer Simpson approve the change.

• The Operating Agreement cannot be amended unless until after a specified date.

• The Operating Agreement cannot be modified unless at least two thirds of the members approve the change.