September 26, 2021

1. The company agreement shall apply to members, separate members, buyers and managers. (a) except as otherwise provided in this Section, the enterprise agreement shall govern all of the following provisions: (d) Where subdivisions (c) and subdivisions (e) to (g) inclusive, the effects of the provisions of this Title may vary between the members or between the members and the limited liability company by the enterprise agreement; however, provided that the provisions of sections 17701.13, 17703.01 and 17704.08 and subdivisions (f) to (r) including and (u) to (w), including, section 17704.07, may be amended only by a written enterprise agreement. Notwithstanding the first sentence of this subdivision, and in addition to the matters referred to in subsection (c), the enterprise agreement may not contain any of the following conditions: (s) “enterprise agreement”, whether or not it is designated as a company agreement and, orally, in a registration, implicitly or in combination, of all members of a limited liability company; including a single member in respect of the matters referred to in point (a) of Section 17701.10. The term “company agreement” may include, without further agreement of all members, the organization of a limited liability company under this Title. A company agreement of a limited liability company with a single member is not unenforceable because there is only one person who is a party to the company agreement. The term refers to the agreement as amended or adapted. (a) the policy of this Title and of that State is to give the greatest possible effect to the principles of freedom of contract and the applicability of company agreements. (4) Means and conditions for amending the company agreement. (3) As a member of the person and by virtue of the company agreement or an agreement between the partner and the limited liability company.

(r) pay additional compensation and compensation to certain officers, senior officers, members and employees on the basis of services previously provided to the limited liability company, whether or not an agreement was entered into prior to the provision of the services. (g) The company agreement may modify or remove the indemnification of a member or officer under subsection (a) of section 17704.08 and remove or limit the liability of a member or officer to the limited liability company and members for damage to money, except for: (c) Two or more persons who intend to: Becoming the original members of a limited liability company can enter into an agreement that provides that when creating limited liability, the agreement becomes a company agreement. A person who intends to become the original member of a limited liability company may accept the conditions that provide that the conditions for the incorporation of the limited liability company become a company agreement. . . .

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