Q: Operating Agreement
Good afternoon.
A legal entity (LLC) has been established. One of the documents required to do business is the Operating Agreement. The problem is that some of the members are non-U.S. residents. Because of the epidemiological situation, we cannot be physically present in the United States. Can we use electronic signatures in the Operating Agreement, or do the signatures need to be notarized? Thank you!
A: In California, electronic signatures and photocopied signatures are as legally valid as originals for most legal documents that do not need to be recorded. LLC operating agreement signatures do not need to be notarized unless the document will be recorded. However, I have never seen an LLC operating agreement recorded. Instead, a certified copy of the LLC Articles of Organization (LLC-1) filed with the California Secretary of State and certified by the SOS is recordable and is recorded in the county that real property owned by the LLC is owned or will be owned.
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