What vote percentage is required to dissolve a California LLC?

Under California law, the default rule for dissolving a limited liability company (LLC) requires the approval of at least 50 percent of the voting interests of the members, unless the LLC’s articles of organization or written operating agreement specify a greater percentage. The controlling provision is Cal. Corp. Code § 17707.01(b) (2024), which states that an LLC is dissolved “by the vote of 50 percent or more of the voting interests of the members of the limited liability company or a greater percentage of the voting interests of members as may be specified in the articles of organization, or a written operating agreement.”[1]

In practice, this means that if the operating agreement is silent, a simple majority (50% or more) vote of the membership interest is sufficient to authorize dissolution. However, if the governing documents specify a higher threshold—such as two-thirds or unanimous consent—then that larger percentage governs. This rule is reinforced by Cal. Corp. Code § 17704.07(t) (2024), which confirms that members retain the right to vote on dissolution matters as provided in Section 17707.01(b).[3]

California Secretary of State procedures also recognize this 50 percent threshold in the required forms for dissolution, specifically “LLC Certificate of Dissolution (Form LLC-3),” stating that the dissolution may be approved by “the vote of 50 percent or more of the voting interests of the members,” unless otherwise provided by the operating agreement.[2]