A limited liability company is a hybrid business entity formed under the Corporations Code and consisting of members who own membership interests, not shares like a corporation. Its form provides members with limited liability to the same extent enjoyed by corporate shareholders but permits the members to actively participate in the management and control of the company.
In order to form a limited liability company, one or more persons are required to execute and file articles of organization with, and on a form prescribed by, the Secretary of State. The person or persons who execute and file the articles of organization may, but need not, be members of the company. The Secretary of State may cancel the filing of articles of organization if a check or other remittance accepted in payment of the filing fee is not paid upon presentation.
A limited liability company must have at least one member. The law does not recognize a memberless limited liability company. Either before or after the filing of articles of organization, the member or members of the company must enter into an Operating Agreement.