California Codes

Cal. Corporations Code § 17703.01 (2026)

✓ current as of May 2026

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(a)Unless the articles of organization indicate the limited liability company is a manager-managed limited liability company, every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the limited liability company of which that person is a member, binds the limited liability company in the particular matter, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.

(b)If the articles of organization indicate that the limited liability company is a manager-managed limited liability company, each of the following applies:

(1)No member acting solely in the capacity of a member is an agent of the limited liability company nor can any member bind or execute any instrument on behalf of the limited liability company.

(2)Every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business or affairs of the limited liability company of which the person is a manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the manager is dealing has actual knowledge of the fact that the manager has no such authority.

(c)No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having actual knowledge of the restriction.

(d)Notwithstanding the provisions of subdivision (c), any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any limited liability company and any other person, when signed by at least two managers, or by one manager in the case of a limited liability company whose articles of organization state that it is managed by only one manager, is not invalidated as to the limited liability company by any lack of authority of the signing managers or manager in the absence of actual knowledge on the part of the other person that the signing managers or manager had no authority to execute the same.

Notes of Decisions

Cited in 8 cases (3 in the last 5 years), 2015–2025 · leading case: Terenzio v. Current TV, LLC CA1/3 (Cal. Ct. App. 2015).

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Terenzio v. Current TV, LLC CA1/3 (Cal. Ct. App. 2015). · cites it 2× “6, § 18-402; accord Cal. Corp. Code, § 17703.01, subd. (b)(1) [where limited liability company is manager- 11 understanding that, under the corporate rules, he lacked authority both as an individual, and as a Member through Blum Capital, to transact business in Current’s name or…”

Nidiver v. Lifehouse Health Servs. CA3 (Cal. Ct. App. 2016). “” (Corp. Code, § 17703.01, subd. (a).) Thus, it is entirely appropriate under the Act for a member-manager like Lifehouse to manage the day-to-day operations of the company, and in doing so the member-manager does not make the company its agent; instead, the Act expressly…”

Steele v. Trammell CA4/1 (Cal. Ct. App. 2016). “813; Corp. Code, § 17703.01, subd. (a) [members are agents of the LLC for the purpose of its business or affairs, and their acts may bind the company].”

Keith Ngo v. United States, 699 F. App'x 617 (9th Cir. 2017). “A manager is an agent under California law, see Cal. Corp. Code § 17703.01 (a), thus Hoang Ngo had a sufficient legal interest in K-Beam, LLC under the clause (i) exception to preclude notice of the summons.”

Techno Lite v. EMCOD (Cal. Ct. App. 2020). “(Corp. Code, § 17703.01, subd. (a) [“Unless the (Fn.”

Ko v. Ly CA2/8 (Cal. Ct. App. 2021). “(See Cal. Corp. Code, § 17703.01, subds. (a), (b)(2) [managers of an LLC generally have authority to bind the corporation].”

Itkin v. Greenfield CA2/3 (Cal. Ct. App. 2025). “” (Corp. Code, § 17703.01, subd. (b)(2).) It further provides that the “debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise,” are “solely the debts, obligations, or other liabilities of the limited liability…”

Sierra Asset Investments v. Jones CA3 (Cal. Ct. App. 2025). “(Corp. Code, § 17703.01, subd. (a).) Grocott thus established he had authority to execute his declaration.”

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