LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements by State
For an ordinary domestic manager-managed limited liability company, who may select, appoint, remove, replace, or accept the resignation of a manager, what vote, interest, notice, cause, record, filing, term, eligibility, vacancy, and continuing-liability rules apply, and when does member dissociation also end manager status?
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What this survey covers
This survey follows the office of manager in an ordinary domestic manager- managed LLC from the governing-document election through appointment, eligibility, term, resignation, removal, vacancy, replacement, member dissociation, public filings, and liabilities that survive cessation. It compares statutory defaults and what the operating agreement may change; it does not decide whether a contested manager transition was effective.
Why the dimensions must remain separate
The vote measure is not uniform. The District of Columbia permits a manager to be chosen or removed by consent of a majority of the members, while Florida uses members holding more than 50 percent of the current profit interests. Both permit removal without notice or cause, continue the manager until a successor is chosen unless an earlier terminating event occurs, and treat member- dissociation and manager cessation as distinct events. D.C. Code § 29-804.07(c)(5)-(7); Fla. Stat. § 605.04072.
Governing-document structure also varies. Wyoming applies its majority-of- members, no-notice-or-cause, successor, nonmember-manager, dissociation, and continuing-liability defaults unless the articles of organization or operating agreement provide otherwise. W.S. § 17-29-407. Delaware instead vests management in members by profit interest unless the LLC agreement provides for a manager, then makes the agreement the source for choosing the manager, assigning offices and responsibilities, and determining when manager status ceases. 6 Del. C. § 18-402.
These differences require separate columns for the management election, appointment threshold, eligibility and holdover, removal, resignation, vacancy, member-manager status, filings, and surviving liabilities. Combining them into a single “manager change” answer would obscure whether a company used headcount, economic interest, or an agreement-created process and would conflate internal office with employment and third-party authority.
Scope boundaries
The table states neutral statutory procedures and default consequences. It does not interpret an operating agreement, count votes or interests, determine cause or incapacity, validate a consent or filing, decide apparent authority, end an employment relationship, predict fiduciary or contract liability, or recommend judicial removal. Those questions depend on the complete governing documents, company records, filings, agreements, facts, and licensed advice.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, entity, manager, member, and scope | Manager-managed election and operating-agreement override | Appointment actor, threshold, and record | Eligibility, number, and term | Removal actor, threshold, notice, cause, and timing | Resignation, acceptance, timing, and successor | Vacancy, successor, holdover, death, and incapacity | Member-manager status, dissociation, and filings | Continuing liability, authority, employment, fiduciary, and judicial boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-29 | Alabama Limited Liability Company Law, chapters 1 and 5A of title 10A; ordinary domestic LLC whose agreement puts direction and oversight with one or more managers. Chapter 5A does not define a separate manager office; distinguish governing persons/agents from members, officers, employees, organizers, and regulated professional entities |
The LLC agreement may assign direction and oversight to members, one or more managers, or another governance structure; silence defaults to member direction. The agreement may be written, oral, or implied and governs member-company relations, subject to § 10A-5A-1.08's mandatory limits (§§ 10A-5A-1.02(l), -1.08, -4.07) |
Agreement-controlled: Chapter 5A states no default manager selector, appointment vote, interest denominator, class vote, meeting, consent, writing, signature, or company-record rule. Its signed-proxy and no-meeting rule applies to member consents, not an independently prescribed manager-selection action (§ 10A-5A-4.07(a), (c)) |
The agreement may use one or more managers or another governance structure. Chapter 5A states no membership, natural-person, age, residency, licensing, number, qualification, fixed-term, or holdover default; title 10A's 'person' includes individuals and entities (§§ 10A-1-1.03(b)(42), (44), (75); 10A-5A-4.07(a)) |
Agreement-controlled: no statutory manager-removal actor, vote/interest threshold, class right, meeting, notice, cause, record, acceptance, filing, or effective-time default. The agreement may prescribe consequences and can restrict or eliminate duties/liabilities within § 10A-5A-1.08's limits (§§ 10A-5A-1.08, -4.07) |
Agreement-controlled: Chapter 5A states no manager-resignation right or form, delivery recipient, advance period, acceptance rule, filing, future-effective mechanism, holdover, or advance-successor procedure (§§ 10A-5A-1.08, -4.07) |
Agreement-controlled: Chapter 5A has no general manager-vacancy list or replacement rule for resignation, removal, death, incapacity, entity termination, disqualification, or term expiration, and no remaining-manager filler or holdover default (§ 10A-5A-4.07) |
Dissociation ends the person's right to participate in direction and oversight as a member, but the Act does not separately declare an agreement-created manager title vacant; the agreement should coordinate the capacities. Manager cessation is not itself a statutory member-dissociation event. The certificate omits management and manager identities, so no manager-change filing is required (§§ 10A-5A-2.01, -6.02 to -6.03) |
When a person's direction-and-oversight authority ends, duties end prospectively but continue for pre-termination matters. Member-status liability, agency authority, agreement-based liability limits, employment/contract rights, member expulsion, and judicial dissolution remain separate; Chapter 5A creates no manager-cessation debt discharge (§§ 10A-5A-1.08, -3.01 to -3.02, -4.08(h), -6.01 to -6.03, -7.01(d)) |
| Alaska verified 2026-08-30 | Alaska Revised Limited Liability Company Act, AS ch. 10.50; ordinary domestic manager-managed LLC and its manager, not a member, managing member, organizer, registered agent, employee, officer, assignee, professional/foreign LLC, liquidator, or disputed authority outcome (§§ 10.50.075, .110, .995) |
Members manage unless articles state manager management; manager then has exclusive power to the extent the written all-member operating agreement authorizes. Agreement may vary appointment/removal/eligibility/tenure defaults, but cannot prevent the notice-based resignation escape in § 10.50.125(b) (§§ 10.50.075(4), .095, .110, .115-.125, .990(17)) |
More than half of all members must authorize appointment or replacement—headcount, not capital or ownership percentage—unless the agreement changes it. Section 10.50.115 states no meeting, writing, signature, or separate company-record condition for the direct authorization (§§ 10.50.115, .150) |
Manager may be a nonmember or nonindividual, and company may have multiple managers. No express age, residency, licensing, number cap, or fixed term; holdover lasts until successor is elected and qualified unless earlier resignation or removal. Agreement may change these defaults (§§ 10.50.120-.125) |
More than half of all members must authorize removal unless the agreement changes the threshold/process. The Act states no general cause, advance-notice, acceptance, event-filing, or effective-time condition for manager removal (§§ 10.50.115, .125(a), .150) |
Agreement may set resignation time/events or deny the right, but manager may still resign anytime by giving notice to all members and other managers; no acceptance or public filing required. Breach supports company damages and distribution offset. Sole-manager resignation triggers proportional member management if members do not agree on successor within 90 days (§ 10.50.125) |
Incumbent holds until successor elected and qualified unless earlier resignation/removal; member majority appoints replacement. Sole-manager resignation has the 90-day capital-account fallback. Act states no separate manager-vacancy rule for death, incapacity, entity termination, disqualification, term expiration, remaining-manager filling, or advance successor (§§ 10.50.115, .125) |
Manager may be nonmember; manager cessation is not itself a membership-termination event, and membership termination does not expressly end a separately held manager office. Biennial report lists all managers; first-year manager change requires interim amendment before next Jan. 2 stating new/replaced people. Internal records retain current/past manager lists (§§ 10.50.180-.225, .755, .765, .860) |
Wrongful resignation may leave contract damages and a distribution offset; statutory indemnification continues after manager cessation. Manager duties, conflicts, agency, company knowledge, employment/contracts, compensation, insider loans, distributions, member liability, judicial dissolution, and winding up remain separate (§§ 10.50.125, .135-.148, .250-.265, .305-.320, .400-.405) |
| Arizona verified 2026-08-29 | Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 to -4202. Manager is a person responsible under the operating agreement for § 29-3407(C) management functions; ordinary domestic manager-managed LLC only (§ 29-3102) |
Articles must state manager management; private agreement alone is not the switch. Operating agreement governs manager rights/duties and may vary statutory defaults unless § 29-3105 makes a rule nonwaivable (§§ 29-3105, -3201, -3407(A)) |
Default: manager may be chosen at any time by affirmative vote or consent of members holding a majority of current profit interests. Action may be without meeting; signed proxy allowed. Operating agreement may vary the selector or threshold (§§ 29-3102(12), -3105, -3407(C)(5), (D)) |
One or more managers; manager need not be a member, and broad 'person' definition permits entities. No express age or Arizona-residency rule. Holds until successor unless earlier resignation, removal, death, or entity termination (§§ 29-3102(19), -3407(A), (C)(5)-(6)) |
Default: members holding a majority of profit interests may remove at any time, without notice or cause. Operating agreement may vary the rule; statute states no separate acceptance or delayed-effective condition (§§ 29-3105, -3407(C)(5)) |
§ 29-3407 recognizes resignation as an early office-ending event but prescribes no standalone writing, delivery recipient, notice period, acceptance, filing, future-date, or future-event rule. Operating agreement governs; a manager may be chosen at any time (§§ 29-3105, -3407(C)(5)) |
Manager holds over until successor unless earlier resigns, is removed, dies, or, if not an individual, terminates; majority-in-interest members choose successor. Act states no separate incapacity, disqualification, temporary-absence, or fixed-term vacancy default (§ 29-3407(C)(5)) |
Member-manager dissociation automatically removes the person as manager; ceasing manager status alone does not dissociate membership. Articles list every manager and must be amended within 30 days after any manager change; names-only amendment avoids publication/posting. Keep current manager list (§§ 29-3201(B)(4), -3202(B), (I), -3407(C)(6), -3410(A)) |
Leaving office does not discharge manager-incurred debt, obligation, or liability. No personal company debt solely from status; manager is ordinary-course agent while in office. Duties, operating-agreement limits, employment/contract, indemnification, transaction authority, and judicial dissolution remain separate (§§ 29-3301, -3304, -3407(C)(7), -3409, -3701) |
| Arkansas verified 2026-08-29 | Arkansas Uniform Limited Liability Company Act, Ark. Code § 4-38-101 et seq.; ordinary domestic manager-managed LLC and statutory manager office, not an organizer, member-managed company, officer, employee, registered agent, receiver, or disputed authority or judicial-expulsion matter (§§ 4-38-102, -104, -407) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or similar words. The operating agreement governs manager relations, rights, duties, activities, and vote or consent requirements and may vary most defaults subject to § 4-38-105(e)-(f) (§§ 4-38-105, -407(a)) |
A manager may be chosen at any time by affirmative vote or consent of a majority of the members—member headcount, not ownership percentage. Required member action may occur without a meeting; a member may appoint a proxy or agent by signing an appointing record (§ 4-38-407(c)(4), (d)) |
Manager need not be a member and may be an individual or legal/commercial entity. One manager decides alone; multiple managers have equal rights and a majority decides ordinary matters. The manager holds over until a successor is chosen unless an earlier listed event occurs; no age, residency, licensing, fixed-term, or numerical cap appears (§§ 4-38-102(9), (15), -407(c)(1)-(5)) |
An affirmative majority of the members may remove a manager at any time without notice or cause. The Act states no additional acceptance, filing, or separate effective-time condition; the operating agreement may vary the vote, consent, and process within § 4-38-105's limits (§§ 4-38-105, -407(c)(4), (d)) |
Section 4-38-407 recognizes resignation as ending the statutory holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date or event, or advance-successor procedure. The operating agreement supplies any additional mechanics (§§ 4-38-105, -407(c)(4)) |
The incumbent remains until a successor is chosen unless resignation, removal, individual death, or nonindividual termination occurs. The same member majority may choose a successor at any time; the Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 4-38-407(c)(4)) |
Dissociation of a member-manager removes the person as manager; ceasing to be manager does not itself dissociate membership. The certificate need not elect management or name managers. The annual report names at least one manager in a manager-managed LLC and must be current when signed, but no event-driven manager-change filing is prescribed (§§ 4-38-201, -212, -407(c)(5), -602 to -603) |
Cessation does not discharge debts, obligations, or liabilities incurred while manager. Manager authority, reimbursement/indemnification/advancement, duties, contract or employment rights, member expulsion, judicial dissolution, and winding up are separate layers; manager status alone does not create personal company-debt liability (§§ 4-38-304, -407(c)(6), -408 to -409, -602(6), -701) |
| California verified 2026-08-29 | California Revised Uniform Limited Liability Company Act; ordinary domestic manager-managed LLC and the statutory office of manager, not a disputed employment, agency, fiduciary, judicial-expulsion, or regulated-entity matter (Corp. Code §§ 17701.02, 17704.07) |
Member-managed unless the articles state manager-managed; the articles must also state if only one manager will manage. The operating agreement governs manager rights and duties, with written-agreement requirements for specified statutory variations (§§ 17702.01(b)(5)-(6), 17701.10(a)-(b), (d)) |
A manager may be chosen at any time by majority-of-members consent—by default, members holding more than 50% of current profit interests. Articles or a written operating agreement may set another voting basis. No-meeting action requires signed written consent delivered within 60 days of the record date; prompt notice follows a nonunanimous ordinary action (§§ 17701.02(m), (ac), 17704.07(c)(5), (n), (r)) |
Manager need not be a member and may be an individual or another statutory 'person,' including an entity. One-manager status is stated in the articles. A manager remains until a successor is chosen unless an earlier resignation, removal, death, or entity termination occurs (§§ 17701.02(n), (v), 17702.01(b)(6), 17704.07(c)(5)-(6)) |
Majority-of-members consent may remove a manager at any time without cause, subject to service-contract rights. The default majority is profit-interest weighted; a meeting uses the Act's general 10-to-60-day notice, while no-meeting action uses written-consent and nonconsenter-notice rules (§§ 17701.02(m), 17704.07(c)(5), (h)(1), (n), (r)) |
Section 17704.07 recognizes resignation as an event ending the statutory holdover but supplies no separate general manager-resignation form, delivery recipient, acceptance requirement, or future-effective rule. The operating agreement therefore controls if it supplies those terms, subject to the Act (§§ 17701.10(a)-(b), 17704.07(c)(5)) |
The Act does not create a separate general vacancy procedure. It lets the same majority choose a manager at any time and keeps the incumbent in office until a successor is chosen unless resignation, removal, death, or entity termination occurs; incapacity is not separately listed in this default (§ 17704.07(c)(5)) |
Dissociation of a member-manager removes the person as manager; ceasing to be manager does not by itself dissociate the person as member. Articles state manager-managed and one-manager status; the Statement of Information identifies managers, but a non-agent information change permits rather than immediately compels a current statement (§§ 17704.07(c)(6), 17702.01(b)(5)-(6), 17702.09(a)(5), (d)) |
Cessation does not discharge debts, obligations, or liabilities incurred while manager. Manager agency for usual business, service-contract rights, fiduciary duties, indemnification, and judicial remedies remain separate legal layers; ending office alone decides none of them (§§ 17704.07(c)(5), (7), 17703.01(b)-(c), 17704.09(f)) |
| Colorado verified 2026-08-29 | Colorado Limited Liability Company Act, title 7, article 80; ordinary domestic manager-managed LLC and a person designated as manager under § 7-80-402, not an officer, agent, member-only resignation, employment dispute, or regulated entity |
Articles must state manager or member management. The operating agreement governs manager/member/company rights, duties, qualifications, and relations and overrides Article 80 defaults except stated mandatory limits (§§ 7-80-108, -204(1)(e)) |
Members may designate one or more managers by consent of a majority of members—default headcount, not a stated profit, contribution, or ownership percentage. The agreement may create another voting basis within Article 80; the Act prescribes no manager-designation filing, meeting, signature, or written-consent record (§§ 7-80-401 to -402, -706) |
One or more persons may be managers. An individual manager must be age 18+; 'person' includes an individual, estate, trust, entity, state, or other jurisdiction. No express membership, residency, fixed-term, or holdover requirement (§§ 7-80-102(8), 7-90-102(49), 7-80-402) |
Managers may be removed by consent of a majority of members. Article 80 states no default notice, cause, meeting, writing, acceptance, or effective-time condition; valid operating-agreement terms control (§§ 7-80-108, -402, -706) |
No separate statutory manager-resignation procedure, delivery recipient, advance period, acceptance rule, or future-effective provision. Sections 7-80-602 to -603 govern resignation as a member, not resignation from a separately designated manager office; the operating agreement controls manager resignation and advance successor selection (§§ 7-80-108, -402, -602 to -603) |
No statutory manager-vacancy list, holdover, remaining-manager filler, or death, incapacity, entity-termination, disqualification, or term-expiration succession rule. Members may designate one or more managers under the same majority default; the agreement supplies vacancy terms (§§ 7-80-108, -402, -704) |
Article 80 does not say member resignation automatically ends a separate manager designation or manager removal ends membership. Individual manager changes require no articles or periodic-report identity filing; changing the public management election uses articles amendment, while periodic reports state agent and principal-office information (§§ 7-80-204, -209, -602 to -603; 7-90-501) |
Manager status alone creates no liability for company debt. Ordinary-course agency follows the manager-managed articles; duties, indemnification, operating-agreement limits, employment/contract rights, and member or manager judicial dissolution remain separate, and Article 80 states no manager-cessation discharge rule (§§ 7-80-108, -404 to -405, -407, -705, -810) |
| Connecticut verified 2026-08-29 | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 to 34-283d; ordinary domestic manager-managed LLC and statutory manager office—not a professional, foreign, authority-dispute, employment, fiduciary-merits, judicial-expulsion, or dissolution case (§§ 34-243, 34-243a) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or similar. Agreement governs manager rights/duties and Act fills gaps, subject to mandatory filing, duty, good-faith, and liability floors (§§ 34-243d, 34-255f(a)) |
Manager may be chosen anytime by majority-in-interest member vote/consent: >50% of member-owned transferable interests, then statutory distribution/contribution fallbacks if indeterminable. No meeting required; signed proxy/agent record allowed. Agreement may vary (§§ 34-243a(13), 34-255f(c)(5), (d)) |
Manager need not be a member and may be an individual or entity. One or multiple managers permitted; no statutory age, residency, licensing, fixed-term, or number rule for ordinary LLCs. Holdover continues until successor unless earlier resignation, removal, death, or entity termination (§§ 34-243a(14), (22), 34-255f(c)(1)-(2), (5)-(6)) |
Majority in interest of members may remove a manager at any time without notice or cause. No separate meeting, writing, acceptance, filing, or effective-time condition; operating agreement controls valid variations (§§ 34-243a(13), 34-243d, 34-255f(c)(5), (d)) |
Resignation ends statutory holdover, but the Act gives no general form, signature, recipient, notice period, acceptance, future date/event, filing, or advance-successor procedure. Operating agreement governs if it supplies terms (§§ 34-243d, 34-255f(c)(5)) |
Incumbent holds over until successor selection unless earlier resignation, removal, death, or nonindividual termination; majority-in-interest members may choose replacement anytime. No incapacity, disqualification, remaining-manager filler, mandatory replacement, or separate vacancy section (§ 34-255f(c)(5)) |
Member dissociation removes a member-manager; ending manager office alone does not dissociate membership. If the publicly named manager/member changes, certificate information is promptly corrected and the annual-report name uses an interim notice or next report under the 30-day rule (§§ 34-247, 34-247a(d), 34-247k, 34-255f(c)(6)) |
Cessation does not discharge debts/obligations/liabilities to LLC or members incurred while manager. Company debts remain company debts; member status alone is not agency. Management power, other-law authority, duties, indemnification, employment/contracts, judicial member expulsion, and dissolution remain separate (§§ 34-251, 34-251a, 34-255f(c)(1)-(2), (7), 34-255g-.255h, 34-263a, 34-267) |
| Delaware verified 2026-08-29 | Delaware Limited Liability Company Act, 6 Del. C. ch. 18; ordinary domestic LLC and a person named or designated as manager under the LLC agreement—not a member acting only as member, officer, employee, registered agent, series-only manager, liquidating trustee, or regulated entity (§§ 18-101, -402) |
The private LLC agreement creates manager management and controls manager offices, responsibilities, selection, and cessation; it may be written, oral, or implied and must exist before, at, or after filing. The minimal certificate need not state management form or manager identity (§§ 18-101(9), -201, -402) |
Manager is chosen only in the manner the LLC agreement provides. The Act supplies no default appointment actor, member/manager vote or interest threshold, meeting, consent, record, signature, or company-record rule for manager selection (§§ 18-101(12), -402) |
Manager may be a member or nonmember and a statutory 'person,' including a natural person or entity; more than one manager is permitted. The Act supplies no default age, residency, licensing, number, fixed term, successor qualification, or holdover rule (§§ 18-101(12), (14), -402 to -403) |
LLC agreement controls when and how manager status ceases. No default nonjudicial removal actor, vote, interest threshold, notice, cause, meeting, record, filing, or effective-time rule; Court of Chancery may adjudicate a contested removal but does not supply the internal process (§§ 18-110, -402) |
Agreement may set resignation times/events and procedure or deny a resignation right. Despite a denial, manager may resign at any time by written notice to members and other managers; breach may support LLC damages and distribution offset. No acceptance or public filing condition (§ 18-602) |
Agreement controls cessation, vacancy, and successor selection. The Act states no default replacement actor or threshold, holdover, death, incapacity, entity-termination, disqualification, term-expiration, remaining-manager filler, or advance-successor rule (§§ 18-101(12), -402, -602) |
A person who is both member and manager holds separate capacities; manager cessation follows the agreement and does not itself end membership. Manager may be a nonmember, so ending membership does not necessarily end office. Certificate need not list managers; LLC keeps a current internal manager record (§§ 18-201, -305(h), -402 to -403) |
Manager status alone does not create company-debt liability, though agreement may assume it. Authority, delegation, duties, exculpation, employment/contract rights, Court of Chancery contests, judicial dissolution, and post-cessation claims remain separate (§§ 18-110, -303, -402, -802, -1101) |
| District of Columbia verified 2026-08-30 | D.C. Uniform Limited Liability Company Act of 2010, D.C. Code Title 29, ch. 8, plus general entity-filing rules; ordinary domestic manager-managed LLC and its operating-agreement manager, not a member, organizer, registered agent, employee, officer, transferee, professional/series LLC, wind-up actor, or disputed authority outcome (§§ 29-801.02, 29-804.07) |
Member-managed unless the operating agreement expressly selects manager management or similar words. Agreement governs manager rights/duties and may vary appointment, removal, resignation, term, and vacancy defaults within § 29-801.07's mandatory limits (§§ 29-801.07, 29-804.07(a), (c)) |
Consent of a majority of the members may choose a manager at any time—member headcount, not distribution or contribution percentage. Action may occur without meeting; member must sign only to appoint a proxy/agent under this section. No separate direct-consent record requirement stated (§ 29-804.07(c)(5), (d)) |
Manager may be member or nonmember and a statutory 'person,' including an individual or entity. One or multiple managers may serve; each has equal management rights. No express age, residency, licensing, number cap, or fixed term; incumbent remains until successor chosen unless earlier listed endpoint (§§ 29-101.02(34), 29-801.02(6), 29-804.07(c)) |
Consent of a majority of members may remove a manager at any time without notice or cause. The Act states no separate acceptance, meeting, event-filing, or effective-time condition; agreement may vary internal process within statutory limits (§§ 29-801.07, 29-804.07(c)(5), (d)) |
Section 29-804.07 recognizes resignation as ending holdover but states no general form, signature, delivery recipient, advance period, acceptance, filing, future date/event, or advance-successor procedure. Operating agreement supplies additional mechanics (§§ 29-801.07, 29-804.07(c)(5)) |
Incumbent remains until successor chosen unless earlier resignation, removal, individual death, or nonindividual termination. Member majority may choose successor anytime; Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 29-804.07(c)(5)) |
Member-manager dissociation removes manager; manager cessation alone does not dissociate membership. Biennial report names at least one governor, meaning manager here; if reported governor, ownership, or control information changes, correction is required. Optional authority filing affects outsiders, not internal office (§§ 29-101.02(18), 29-102.11, 29-803.02, 29-804.07(c)(6)) |
Manager cessation does not discharge debts, obligations, or liabilities to company/members incurred while manager; status alone creates no company-debt liability. Authority statements, indemnification, duties, employment/contracts, improper distributions, member judicial expulsion, dissolution, and winding up remain separate (§§ 29-803.02, -803.04, 29-804.06-.09, 29-804.07(c)(7), 29-806.02, 29-807.01-.02) |
| Florida verified 2026-08-29 | Florida Revised LLC Act, Chapter 605; ordinary domestic manager-managed LLC and statutory manager office, not a protected-series manager, officer, employee, disputed fiduciary outcome, or judicial-expulsion matter (§§ 605.0102, 605.0407-.04074) |
Member-managed unless the operating agreement or articles expressly use manager-managed language or similar import; 'managing member' alone is insufficient. Operating agreement governs manager rights/duties and internal affairs, but cannot vary Department filing procedures (§§ 605.0105, 605.0407(1)) |
Manager may be chosen at any time by members holding more than 50% of current profit interests. No-meeting member action must be approved in a record at the meeting threshold, with notice to nonconsenters/nonvoters within 10 days (§§ 605.0102(37), 605.04072(1), 605.04073(4)) |
Manager need not be a member and may be an individual or another legal/commercial entity. Articles may name one or more managers. Manager continues until successor chosen unless earlier resignation, removal, death, or nonindividual termination (§§ 605.0102(38), (48), 605.0201(3)(b), 605.04072(2)-(3)) |
Members holding more than 50% of current profit interests may remove a manager at any time without notice or cause. If members act without a meeting, the approval is in a record and post-action notice is due within 10 days to nonconsenters/nonvoters (§§ 605.04072(4), 605.04073(4)) |
Manager may resign before successor choice. Optional filed statement must name/sign, state the past or future resignation date, and state the LLC was notified in writing; no Department filing is stated as a condition of internal resignation, but filing terminates authority (§§ 605.0216(2), 605.0302(11), 605.04072(3)) |
No separate general vacancy section: the same profit-interest majority may choose a manager at any time, while the incumbent holds until successor unless resignation, removal, death, or entity termination occurs. Incapacity is not separately listed (§ 605.04072(1), (3)) |
Dissociation of a member-manager removes manager status; ceasing manager status alone does not dissociate membership. Articles may declare manager-management/name managers; annual report names at least one person with management authority; optional resignation filing terminates filer authority (§§ 605.0201(3), 605.0212(1)(e), 605.0216(2), 605.0302(11), 605.04072(5)-(6)) |
Cessation does not discharge debts, obligations, or liabilities to the LLC/members incurred while manager. Manager agency, statements of authority, fiduciary duties, indemnification, and employment/contract claims remain separate (§§ 605.0301-.0304, 605.04072(7), 605.04074, 605.0408-.04091) |
| Georgia verified 2026-08-29 | Georgia Limited Liability Company Act, O.C.G.A. Ch. 14-11; ordinary domestic manager-managed LLC and statutory manager office, not a disputed employment, agency, fiduciary, judicial-remedy, professional-company, transaction-authority, or dissolution matter (§§ 14-11-101, 14-11-304) |
Member-managed unless the articles or a written operating agreement vest management in one or more managers. Those documents may allocate manager authority and vary the lifecycle defaults, subject to statutory liability floors (§§ 14-11-204(b), 14-11-304, 14-11-305) |
Unless the articles or written operating agreement provide otherwise, approval of more than half of the members by number designates, appoints, elects, removes, or replaces a manager. At a meeting, members receive at least 2 days' notice. No-meeting action defaults to unanimity unless the documents authorize the minimum threshold; signed written consents go into company records and nonparticipants receive notice within 10 days (§§ 14-11-304(b)(1), 14-11-309, 14-11-310(b)) |
A manager need not be a member or natural person, so an entity may serve. One or more managers are permitted; no fixed term is supplied. A manager holds until a successor is elected and qualified unless earlier removed or resigned (§ 14-11-304(b)) |
Unless the articles or written agreement provide otherwise, more than half of members by number approve removal or replacement. The Act states no special cause condition or effective-time formula. Meeting action has at least 2 days' notice; default written action is unanimous unless the documents permit the minimum threshold (§§ 14-11-304(b)(1), 14-11-309, 14-11-310(b)) |
Section 14-11-304 recognizes resignation as ending statutory holdover but supplies no separate general writing, delivery recipient, acceptance, advance period, filing, or future-effective rule. A written operating agreement may prescribe event-triggered penalties or consequences (§ 14-11-304(b)(3), (c)) |
No separate ordinary vacancy procedure appears. The same member threshold replaces or appoints, and the incumbent holds until successor qualification unless earlier removal or resignation. Death, entity termination, and incapacity are not listed as manager-office events (§ 14-11-304(b)) |
Manager and member capacities remain separate: a manager need not be a member, and modern-company membership cessation under § 14-11-601.1 does not itself end manager office; manager cessation likewise does not itself end membership. Articles may state manager-management but need not name managers, and annual registration does not request them. An articles management statement separately changes statutory agency toward outsiders (§§ 14-11-204, 14-11-301, 14-11-304(d), 14-11-601.1, 14-11-1103) |
No manager-cessation discharge rule appears. Status alone does not create personal liability for company debts or others' acts, though a written agreement may assume liability. Agency, duties and liability limits, employment and contract rights, indemnification, disputed transactions, and judicial remedies remain separate (§§ 14-11-301, 14-11-303, 14-11-305) |
| Hawaii verified 2026-08-29 | Hawaii Uniform Limited Liability Company Act, HRS chapter 428; ordinary domestic manager-managed LLC and a person vested with manager authority under § 428-301(b)—not a member acting only as member, organizer, registered agent, employee, winding-up actor, or regulated entity |
The articles must designate manager management, name each initial manager, and state the initial member count. The operating agreement governs member-manager-company relations and overrides chapter defaults except § 428-103(b)'s nonwaivable limits; articles protect detrimental third-party reliance (§§ 428-101, -103, -203) |
Articles name every initial manager; designation, appointment, election, removal, and replacement require majority-of-members vote, approval, or consent—member headcount, not a stated economic percentage. Action may be without a meeting, but written action in lieu of an otherwise-required meeting needs a record signed by all entitled voters (§§ 428-203(a)(5), -404(b)(3), (d)) |
A manager may be a member or nonmember and a statutory 'person,' including an individual or entity; the Act contemplates one or multiple managers. No express age, residency, licensing, or fixed manager term; default holdover lasts until a successor is elected unless earlier resignation or removal (§§ 428-101, -404(b)) |
A majority of the members may remove a manager. The Act states no default cause, advance-notice, acceptance, filing, or effective-time condition; no-meeting records and proxies follow § 428-404(d)-(e), and valid operating-agreement terms control additional requirements (§§ 428-103, -404(b)(3)) |
A manager may resign before a successor is elected, but the Act gives no separate resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. The agreement controls those details and advance successor selection (§§ 428-103, -404(b)(3)) |
A manager holds over until a successor is elected unless earlier resignation or removal; replacement uses the same majority-of-members default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, qualification, or term-expiration procedure (§ 428-404(b)(3)) |
Member dissociation ends membership and participation as a member but does not expressly remove a separately appointed nonmember-eligible manager; manager cessation likewise does not itself end membership. Articles name initial managers, and each annual report names every current manager; an optional articles amendment requires all-member consent (§§ 428-101, -203 to -204, -210, -404(c)(3), -601 to -603) |
The Act states no special debt-discharge or survival rule triggered by manager cessation. Status alone does not create company-debt liability, but agency, authorized or actionable conduct, unlawful distributions, fiduciary duties, agreement and employment rights, member judicial expulsion, and dissolution remain separate (§§ 428-301 to -303, -407, -409, -601) |
| Idaho verified 2026-08-29 | Idaho Limited Liability Company Act, Title 30, chapter 25, with Idaho Uniform Business Organizations Code filing rules; ordinary domestic manager-managed LLC and its operating-agreement manager, not a member, governor label, organizer, agent, officer, employee, delegate, professional LLC, liquidator, or disputed authority outcome (Idaho Code §§ 30-25-102, -407; 30-21-102(19)) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or uses similar words. The agreement governs manager rights and duties and may vary appointment, removal, resignation, term, and vacancy defaults within § 30-25-105's limits (§§ 30-25-105, -407(a), (c)) |
Consent of a majority of the members may choose a manager at any time; the denominator is member headcount, not profit, contribution, or voting-interest percentage. Required action may occur without a meeting, and a signed appointing record may create a proxy or agent (§ 30-25-407(c)(4), (d)) |
A manager need not be a member or individual, and 'person' includes entities. One or more managers may serve; each has equal management rights, and the incumbent remains until a successor is chosen unless an earlier listed endpoint occurs. No age, residency, licensing, fixed-term, or numerical cap appears (§§ 30-21-102(35), 30-25-102(5), -407(c)(1)-(5)) |
Consent of a majority of the members may remove a manager at any time without notice or cause. The Act states no separate meeting, acceptance, filing, or effective-time condition; the operating agreement may vary the internal process within § 30-25-105's limits (§§ 30-25-105, -407(c)(4), (d)) |
Section 30-25-407 recognizes resignation as ending the statutory holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date or event, or advance-successor procedure. The operating agreement supplies additional mechanics (§§ 30-25-105(b), -407(c)(4)) |
The incumbent remains until a successor is chosen unless resignation, removal, individual death, or nonindividual termination occurs. A member majority may choose a successor at any time; the Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 30-25-407(c)(4)) |
Dissociation of a member-manager removes the person as manager; manager cessation alone does not dissociate membership. The certificate and annual report each name at least one governor, meaning a manager here, and the report must be current when signed; no event-driven all-manager-change filing is stated (§§ 30-21-102(19), -213; 30-25-201, -407(c)(5)) |
Cessation does not discharge manager debts, obligations, or liabilities to the company or members; manager status alone creates no personal company-debt liability. Authority statements, reimbursement/indemnification, duties, employment or contract rights, member judicial expulsion, dissolution, and winding up remain separate layers (§§ 30-25-302, -304, -407(c)(6), -408 to -409, -602, -701 to -702) |
| Illinois verified 2026-08-29 | Illinois Limited Liability Company Act; ordinary domestic manager-managed LLC and statutory manager office, not a disputed employment, agency, fiduciary, judicial-remedy, professional-company, transaction-authority, or dissolution matter (805 ILCS 180/1-5, 15-1) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or uses similar words. The agreement may establish manager status, rights, and duties and modify most Act defaults subject to statutory limits (805 ILCS 180/15-1(a), 15-5) |
Unless the operating agreement provides otherwise, designation, appointment, election, removal, or replacement requires vote, approval, or consent of a majority of the members—headcount, not economic interest. Action may occur without a meeting; a proxy appointment must be signed (805 ILCS 180/15-1(c)(3)(A), (e)-(f)) |
A manager is a statutory 'person,' may be a nonmember, and may therefore be an entity. No fixed number or term is supplied. A manager holds until a successor is elected and qualified unless the manager sooner resigns or is removed (805 ILCS 180/1-5, 15-1(c)(3)(B)) |
Unless the operating agreement provides otherwise, a majority of the members must remove or replace a manager. Section 15-1 states no special cause condition, notice period, or effective-time formula; no-meeting action is permitted (805 ILCS 180/15-1(c)(3)(A), (e)) |
Section 15-1 recognizes resignation as ending the manager's holdover but supplies no separate general writing, delivery recipient, acceptance, advance-notice, filing, or future-effective rule. The operating agreement controls any such terms (805 ILCS 180/15-1(c)(3)(B), 15-5(a)) |
No separate ordinary vacancy section applies. A member majority replaces or appoints; the incumbent holds until a successor is elected and qualified unless earlier resignation or removal. Death, entity termination, and incapacity are not listed in this manager-office default (805 ILCS 180/15-1(c)(3)) |
Member dissociation and manager cessation are separate: dissociation ends member management rights, but managers need not be members and § 15-1 does not make dissociation end manager office; manager cessation does not itself end membership. Articles and annual reports list all managers; manager-majority amendment may remove a former manager's articles listing (805 ILCS 180/5-5, 5-15, 15-1, 35-55, 50-1) |
No cessation-discharge rule appears in § 15-1. Manager status alone does not create personal company-debt liability, but other law may impose liability for one's own acts. Duties, agreement-based liability limits, authority statements, employment and contract rights, indemnification, and judicial remedies remain separate (805 ILCS 180/10-10, 13-15, 15-3, 15-5) |
| Indiana verified 2026-08-29 | Indiana Business Flexibility Act, IC 23-18; ordinary domestic manager-managed LLC. Manager is a person designated under IC 23-18-4-1(b), distinct from member, officer, employee, agent, assignee, or delegate (§§ 23-18-1-1, -14 to -17) |
Articles must state that manager(s) are provided. Written operating agreement may change management, appointment, removal, voting, duty, penalty, and event-consequence defaults, but cannot eliminate § 23-18-4-11's written-notice resignation power (§§ 23-18-2-4; 23-18-4-1, -4 to -5, -9, -11) |
Default: majority in interest of members designates, appoints, elects, or replaces—more than 50% of recorded contribution value received and not returned. Written operating agreement may vary; keep historic member/manager list and governing documents (§§ 23-18-1-13; 23-18-4-1, -8) |
One or more managers; need not be member or natural person, so an entity may serve. No express ordinary age/residency rule. Unless earlier removed/resigned, manager serves until successor elected and qualified (§§ 23-18-1-14, -17; 23-18-4-1(b)) |
Default removal by majority in interest of members. Written operating agreement may vary. Act states no default cause showing, special advance notice, acceptance, or separate effective-time rule for removal (§§ 23-18-1-13; 23-18-4-1(b), -5, -9) |
Agreement may set resignation time/events/procedure and even deny a contractual right, but manager may still resign at any time by written notice to members and other managers. No acceptance or filing condition; agreement-breaching resignation may support damages and offset (§ 23-18-4-11) |
Majority-in-interest members replace by default; incumbent holds over until qualified successor unless earlier removed/resigned. Act has no separate manager-vacancy list or default for death, entity termination, incapacity, disqualification, temporary absence, or fixed-term expiration; written agreement may state event consequences (§§ 23-18-4-1(b), -9) |
Manager need not be member; member dissociation/cessation and manager office are separately governed, with no automatic cross-effect stated. Keep historic manager list. Articles identify management form, while ordinary biennial report does not list LLC managers; no prompt standalone manager-change filing (§§ 23-18-2-4; 23-18-4-1, -8; 23-18-6-5; 23-0.5-2-13) |
No personal company debt solely from manager status, but own acts/omissions remain separate. Manager is ordinary-course agent; agreement may alter duties/liability within statutory limits, and resignation breach damages survive. Employment/contract, indemnification, court enforcement/dissolution, and disputed authority remain separate (§§ 23-18-2-2; 23-18-3-1.1, -3; 23-18-4-2, -4, -7, -11) |
| Iowa verified 2026-08-30 | Iowa Uniform Limited Liability Company Act, Iowa Code ch. 489; ordinary domestic manager-managed LLC and its operating-agreement manager, not a member, organizer, registered agent, employee, officer, transferee, protected series/foreign LLC, wind-up actor, or disputed authority outcome (§§ 489.101-.102, 489.407) |
Member-managed unless operating agreement expressly selects manager management or similar words. Agreement governs manager rights/duties and may vary appointment, removal, resignation, term, and vacancy defaults within § 489.105's limits; internally it controls over conflicting effective filing (§§ 489.105, .107, .407(1), (3)) |
Affirmative vote or consent of majority of members may choose manager at any time—member headcount, not distribution/contribution percentage. Action may occur without meeting; member signs only to appoint proxy/agent under this section. No separate direct-consent record condition stated (§ 489.407(3)(d), (4)) |
Manager may be member or nonmember and statutory 'person,' including individual/entity. One or multiple managers may serve and each has equal management rights. No express age, residency, licensing, number cap, or fixed term; incumbent remains until successor chosen unless earlier listed endpoint (§§ 489.102(14), (21), 489.407(3)) |
Affirmative vote or consent of majority of members may remove manager at any time without notice or cause. Act states no separate acceptance, meeting, event-filing, or effective-time condition; agreement may vary internal process within statutory limits (§§ 489.105, 489.407(3)(d), (4)) |
Section 489.407 recognizes resignation as ending holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date/event, or advance-successor procedure. Operating agreement and other applicable agreements supply mechanics (§§ 489.105, 489.407(3)(d)) |
Incumbent remains until successor chosen unless earlier resignation, removal, individual death, or nonindividual termination. Member majority may choose successor anytime; Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 489.407(3)(d)) |
Member-manager dissociation removes manager; manager cessation alone does not dissociate membership. Certificate and biennial report omit managers, so no general manager-change filing; amend/correct only if an actual filed fact becomes inaccurate. Optional authority filing affects outsiders, not internal office (§§ 489.201-.202, .212, .302, .407(3)(e), .602-.603) |
Manager cessation does not discharge debts, obligations, or liabilities to company/members incurred while manager; status alone creates no company-debt liability. Authority statements, indemnification, duties, employment/contracts, improper distributions, member judicial expulsion, dissolution, and winding up remain separate (§§ 489.302, .304, .406-.409, .407(3)(f), .602, .701-.702) |
| Kansas verified 2026-08-29 | Kansas Revised Limited Liability Company Act; ordinary domestic manager-managed LLC and its agreement-created manager office, not a member, liquidating trustee, delegate, officer, employee, series manager, professional LLC, or disputed appointment outcome (K.S.A. §§ 17-7662, -7663, -7671, -7692 to -7693) |
Members manage by profit interest unless the operating agreement provides for manager management. The agreement controls the manager's selection, offices, responsibilities, and cessation, subject to the nonwaivable written-notice resignation power (§§ 17-7663(m), 17-7693, 17-76,105) |
A manager is named in or designated under the operating agreement and chosen in the manner it provides. The Act states no fallback selector, vote denominator, threshold, class approval, meeting, consent, writing, signature, or appointment filing rule (§§ 17-7663(k), 17-7692 to -7693) |
A manager is a 'person,' a definition covering natural persons and domestic or foreign entities, and manager status is not conditioned on membership. Multiple managers are permitted; the Act states no general age, residency, licensing, fixed-term, numerical cap, or successor-holdover default (§§ 17-7663(k), (n), 17-7693) |
Agreement-controlled: manager cessation occurs as the operating agreement provides. The Act states no general nonjudicial removal actor, vote or interest threshold, meeting, notice, cause, record, filing, acceptance, or effective-time default; a district court may adjudicate the validity of a removal but does not supply the missing internal process (§§ 17-7671(a), 17-7693, 17-7696) |
A manager may resign at an agreement-specified time or event under its procedure. Despite an agreement barring resignation, the manager may resign at any time by written notice to the members and other managers; no acceptance or filing is stated, but breach can support damages and offset. The Act states no general advance-successor procedure (§ 17-76,105) |
Agreement-controlled: the Act has no general manager-vacancy list or successor rule for resignation, removal, death, incapacity, entity termination, disqualification, or term expiration, and no remaining-manager filler, mandatory replacement, or holdover default (§§ 17-7692 to -7693, 17-76,105) |
Member and manager status are separate: member cessation does not itself end manager status, and manager cessation does not itself end membership, unless the operating agreement connects them. Articles need not elect management or name managers; the LLC keeps a current internal manager record, while the biennial public report names 5%-capital members rather than managers (§§ 17-7673, -7689 to -7690, -7693, 17-76,106, -139) |
Manager status alone creates no personal liability for company debts, but an agreement-breaching resignation may create damages and offset. Indemnification, agreement remedies, delegation, transaction or employment rights, duties, judicial review of office or votes, dissolution, and winding up remain separate issues (§§ 17-7670 to -7671, -7688, -7696, -7698, 17-76,105) |
| Kentucky verified 2026-08-29 | Kentucky Limited Liability Company Act, KRS Chapter 275; ordinary domestic manager-managed LLC and person designated under KRS 275.165—not a member acting only as member, employee, agent, delegate, organizer, or professional/regulated entity |
Articles must state manager or member management. Articles/agreement govern manager rights and may change appointment, removal, succession, and voting defaults; Chapter 275 fills gaps and preserves good-faith/fair-dealing and other statutory limits (KRS 275.003, 275.025(1)(d), 275.165) |
Managers are designated, appointed, elected, or replaced by majority-in-interest of members—votes normally proportional to received, unreturned contribution value, unless articles/agreement differ. Member action may occur without meeting or prior notice by a writing approved by the required threshold; no appointment filing (KRS 275.015(15), 275.165(2)(a), 275.175(3), (7)) |
One or more managers; manager need not be a member or natural person, and 'person' includes legal entities. No express age, residency, licensing, or fixed-term rule; holdover continues until a successor is elected and qualified unless earlier removal or resignation (KRS 275.015(16), (22), 275.165(2)) |
Members holding a majority-in-interest may remove a manager, unless articles/agreement differ. No default cause, meeting, prior-notice, acceptance, filing, or effective-time condition; written action without meeting/no prior notice is available at the required threshold (§§ 275.165(2)(a), 275.175(7)) |
A manager may resign before a successor is elected and qualified, but Chapter 275 supplies no separate form, signature, recipient, notice period, acceptance, filing, future-effective rule, or advance-successor procedure. Articles/agreement control (§ 275.165(2)(c)) |
Replacement uses the same majority-in-interest default; incumbent holds over until successor election and qualification unless earlier removal/resignation. No general vacancy list, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 275.165(2)) |
Manager and member are separately defined; manager cessation does not itself end membership, and the Act does not say a member's disassociation automatically ends a separate manager office. Articles disclose management mode, annual reports name every current manager and may be amended, but no separate event-driven manager-change filing (KRS 275.015(16)-(17), 275.025(1)(d), 14A.6-010) |
Manager status alone creates no company-debt liability; own negligence/wrongful acts remain separate. Agency, delegation, duties, indemnification for current/former managers, employment/contracts, member disassociation, and judicial dissolution remain distinct; no cessation-specific debt discharge (KRS 275.135, .150, .165(3), .170, .180, .290) |
| Louisiana verified 2026-08-29 | Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq.; ordinary domestic manager-managed LLC and a manager under §§ 12:1312-1317—not a member acting only under member management, employee, agent, organizer, or regulated professional entity |
Member management is the default unless the articles provide manager management. The articles or operating agreement may change manager qualifications, number, election, removal, voting, and authority defaults; § 12:1311 requires a written operating agreement to restrict/enlarge member-management rights (§§ 12:1311-1317) |
Initial positions and vacancies: plurality vote of members, unless articles/agreement differ. The statute states members, not an economic-interest percentage, and prescribes no appointment meeting, notice, written-consent, signature, or company-record rule. Initial managers appear in initial/supplemental report (§§ 12:1305(E)(4), 12:1313(1)) |
One or more managers; a manager may but need not be a member. Articles/agreement may prescribe qualifications and must specify or provide how to fix manager number. No express natural-person, age, residency, licensing, fixed-term, or holdover default (§ 12:1312(A)-(C)) |
Any or all managers may be removed, with or without cause, by majority vote of members at a meeting called expressly for removal, unless articles/agreement differ. No separate advance-notice period, written-consent, acceptance, filing, or effective-time rule (§ 12:1313(2)) |
No separate statutory manager-resignation right, form, signature, recipient, notice period, acceptance, filing, future-effective rule, or holdover. Governing documents control resignation and whether a successor may be selected before effectiveness (§§ 12:1312-1313) |
Vacancies are filled by plurality vote of members unless articles/agreement differ. The Act gives no vacancy-event list, holdover, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 12:1313(1)) |
The manager provisions do not make manager removal/resignation end membership or member cessation automatically end a separate manager office; governing documents should coordinate the capacities. Initial managers must be reported as soon as selected, and each annual report names/address each current manager; no separate event-driven resignation/removal filing (§§ 12:1305(E)(4), 12:1308.1, 12:1312(D)) |
Manager status alone does not create company-debt liability, but fraud, professional breach, and negligent/wrongful acts remain separate. Agency, fiduciary duties, indemnification, employment/contracts, member status, and judicial dissolution remain distinct; no cessation-specific debt discharge (§§ 12:1314-1317, 12:1320, 12:1335) |
| Maine verified 2026-08-29 | Maine Limited Liability Company Act, Title 31, chapter 21; ordinary domestic LLC and an agreement-created manager role—not a member acting only as member, officer, employee, registered agent, professional-LLC actor, winding-up actor, or regulated entity (§§ 1501-1502, 1521, 1531) |
The certificate does not elect or identify manager management. An LLC agreement must exist, may be written, oral, or implied, governs internal relations, and may delegate management to managers or other persons subject to the Act's mandatory limits (§§ 1502(14)-(15), 1521-1522, 1531, 1556) |
No manager-specific statutory selector, appointment threshold, consent form, or record rule. Agreement terms control. General gap-fillers use owners of >50% of profit interests for an ordinary-course matter and all members for an outside-course act, but the Act does not classify manager appointment (§§ 1502(17), 1521, 1556) |
No express manager membership, natural-person, age, residency, licensing, number, fixed-term, or holdover rule. The Act's broad 'person' definition includes individuals and entities, while agreement terms control manager roles (§§ 1502(21), 1521, 1556, 1665) |
No manager-specific statutory removal actor, threshold, cause, notice, record, filing, or effective-time rule. Agreement terms control; the general profit-interest-majority and all-member outside-course defaults do not say which one governs manager removal (§§ 1502(17), 1521, 1556) |
No general statutory manager-resignation right, form, signature, delivery recipient, notice period, acceptance rule, filing, future-effective mechanism, or advance-successor rule. The LLC agreement must supply any procedure (§§ 1502(15), 1521-1522) |
No general statutory manager-vacancy, replacement, holdover, death, incapacity, entity-termination, disqualification, term-expiration, or remaining-manager filler. Member dissociation events do not supply manager-office rules; the agreement controls (§§ 1521, 1582-1583) |
Member dissociation ends participation as a member but does not expressly end a separate manager role; manager cessation is not itself a listed member-dissociation event. The certificate names no managers; an annual report names at least one member, manager, or authorized person, while optional authority statements affect third-party authority (§§ 1531, 1542, 1582-1583, 1665) |
No manager-cessation discharge rule or manager-status-only debt shield appears; § 1544's express shield is keyed to membership. Agreement/authorization and authority statements, duties, employment and contract rights, member judicial expulsion, indemnification, and dissolution remain separate (§§ 1521-1522, 1541-1544, 1559, 1582) |
| Maryland verified 2026-08-29 | Maryland Limited Liability Company Act, Corps. & Ass'ns Title 4A; ordinary domestic LLC. § 4A-101 defines member, authorized person, and operating agreement but no separate statutory manager; § 4A-402 permits agreement-created exclusive management by nonmembers |
No statutory manager-managed election or required manager name in the articles. An operating agreement, generally oral unless the articles require writing, may establish any management arrangement consistent with the articles and grant exclusive authority to nonmembers (§§ 4A-204, -402) |
Operating agreement controls selection and procedure. If selection is an ordinary member decision and no different rule applies, consent of members holding at least a majority of profit interests is the fallback; profit interests default to capital-contribution-value proportions. No statutory manager appointment writing or manager-list record (§§ 4A-402, -403, -406, -503) |
Nonmembers may receive exclusive management authority. Because Title 4A creates no separate statutory manager office, it sets no ordinary manager age, residency, natural-person, number, fixed-term, qualification, or successor-holdover rule; the operating agreement controls (§§ 4A-101, -402) |
Operating agreement controls removal. If removal is an ordinary member decision and no different rule applies, at least a majority of profit interests is the fallback. Title 4A states no separate manager-removal notice, cause, acceptance, or effective-time rule (§§ 4A-402, -403) |
No separate statutory manager-resignation right or writing, recipient, advance-notice, acceptance, filing, future-date/event, or successor-before-effect rule. § 4A-605's six-month written notice concerns member withdrawal, not an agreement-created manager role; the operating agreement controls |
No statutory manager-vacancy list, holdover, remaining-manager filler, or death, entity-termination, incapacity, disqualification, temporary-absence, or fixed-term-expiration procedure. § 4A-606 lists member-cessation events only; agreement terms govern manager succession |
Member cessation under §§ 4A-605 to -606 does not expressly end an agreement-created manager role, and ending that role is not a listed member-cessation event. Articles need not identify management form or managers; no Title 4A event-driven manager-change filing. An articles provision voluntarily addressing management changes only through a filed amendment (§§ 4A-204, -406) |
No express cessation rule discharges or preserves an agreement-created manager's liabilities. Member-only liability protection and member agency do not automatically answer a nonmember manager's position; agent appointment/indemnification, agreement enforcement, employment, duties, own conduct, authority, and judicial dissolution remain separate (§§ 4A-203, -301, -401, -402, -903) |
| Massachusetts verified 2026-08-29 | Massachusetts Limited Liability Company Act, G.L. c. 156C. Manager is a person designated under the operating agreement; ordinary domestic manager-managed LLC only (§§ 1-2, 23-24) |
Member-managed by default. Written or oral operating agreement may vest management wholly or partly in one or more managers and sets their office, duties, and cessation, subject to § 37's resignation power (§§ 2(9), 24, 37) |
Manager is named/designated pursuant to the operating agreement; no universal statutory selector or appointment threshold. If appointment is a member decision and agreement supplies no member-voting rule, members owning >50% of unreturned contributions control. Public certificate names managers (§§ 21(d), 23, 12-13) |
One or more managers; broad 'person' definition permits natural persons and entities. Act states no member, age, residency, or licensing default. Manager holds office for the term and duties stated in operating agreement; no statutory holdover (§§ 2(7), (10), 24(a)) |
Operating agreement controls when and how manager status ceases. Act supplies no general removal actor, threshold, notice, cause, or effective-time fallback; filed certificate must promptly reflect the change (§§ 24(a), 13(b)-(c)) |
Agreement may set resignation time/events and even deny a contractual right, but manager may resign at any time upon prior written notice to every member and other manager at record addresses. No fixed notice period, acceptance, or filing condition; breach may support damages/offset (§ 37) |
Operating agreement supplies vacancy events, successor process, and any holdover. Chapter 156C states no default for death, entity termination, incapacity, disqualification, term expiration, temporary absence, or replacement; § 24 says office and cessation follow agreement |
Manager and member are separately defined; agreement/operation of law ends membership, while agreement and § 37 end manager status. No automatic cross-effect stated. Keep current manager list; certificate amendment required for every manager designation/change, and annual report lists current managers (§§ 2, 9, 12-13, 24, 37) |
No personal company debt solely from manager status. Resignation-breach damages may remain; delegation alone does not end manager status. Authority, employment/contract, indemnification, duties/liability, and judicial dissolution remain separate (§§ 22, 24(c)-(d), 37, 44, 63) |
| Michigan verified 2026-08-29 | Michigan Limited Liability Company Act, MCL 450.4101-.5200; ordinary domestic manager-managed LLC and statutory manager office, distinct from a member, resident agent, delegate, employee, disputed transaction authority, professional LLC, or judicial-relief merits (§§ 450.4102, 450.4401-.4407) |
Member-managed unless the articles state management by or under the authority of one or more managers. Articles control an agreement conflict; articles/agreement may restrict or enlarge manager rights and duties. A change to or from manager management requires an articles amendment (§§ 450.4203(1)(d), 450.4214, 450.4401-.4402, 450.4602(c)) |
Members entitled to vote select one or more managers for initial positions and vacancies by majority in interest. Agreement allocation controls; otherwise each post-1997 LLC member has one vote, with a preserved pre-July 1, 1997 distribution-share legacy branch. 'Vote' includes approval or consent; no separate statutory appointment-writing or company-record form (§§ 450.4102(n), (v), 450.4403(1), 450.4502(1)-(2)) |
Manager means a 'person'; person includes individuals and legal entities. Agreement may impose qualifications, including required membership, and must specify or provide how to fix the number. No statutory fixed term, age, residency, natural-person rule, or successor holdover (§§ 450.4102(o), (s), 450.4402(2)-(3)) |
Members may remove one or more managers with or without cause unless the agreement makes cause mandatory; general default is majority in interest unless a greater percentage applies. For-cause removal only at an expressly called meeting, with reasonable advance allegation notice and an opportunity to be heard. No fixed notice days or statutory effective-time rule (§§ 450.4403(2)-(3), 450.4502(8)) |
No general manager-resignation writing, signature, delivery, recipient, advance-notice, acceptance, filing, future-date, future-event, effective-time, or advance-successor rule in the Act's manager provisions; the articles and operating agreement must be checked |
Members fill vacancies by majority in interest under the same selection rule. The Act does not define manager death, entity termination, incapacity, disqualification, term expiration, or resignation as vacancy events and supplies no interim actor or holdover; the governing documents must address those events (§§ 450.4402-.4403) |
Member withdrawal occurs only as the agreement provides and does not expressly end a separate manager office; manager removal or resignation does not expressly end membership. Articles must state manager management and must be amended for a change to or from it, but need not name managers; annual statement lists only resident agent and registered office, so an individual manager change has no general event filing (§§ 450.4203, 450.4207(3), 450.4509, 450.4602-.4603) |
No manager-cessation discharge rule. Unless law or agreement provides otherwise, member/manager status does not create LLC-debt liability. Duties, permitted liability limits, agency, employment/member-oppression relief, and judicial dissolution remain separate; ending office alone does not decide them (§§ 450.4404, 450.4406-.4407, 450.4501(4), 450.4515, 450.4802) |
| Minnesota verified 2026-08-29 | Minnesota Revised Uniform Limited Liability Company Act, chapter 322C; ordinary domestic manager-managed LLC and a person responsible under the operating agreement for § 322C.0407, subd. 3 management functions—not a governor, officer, employee, member-only withdrawal, or regulated entity |
Member-managed is the default unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or similar. The agreement governs manager rights and duties and displaces chapter defaults except mandatory limits (§§ 322C.0102, subd. 17; .0110; .0407, subd. 1) |
A manager may be chosen at any time by consent of a majority of the members—headcount, not a stated distribution or ownership percentage. A member meeting may be demanded on at least 20 days' record notice; without a meeting, written consent by the required voting power suffices, and a signed proxy is permitted (§ 322C.0407, subds. 3(5), 5) |
A manager need not be a member; 'person' includes individuals and entities, and the Act contemplates one or multiple managers. No express age, residency, fixed-term, or other qualification; the default is holdover until a successor is chosen or an earlier resignation, removal, death, or nonindividual termination (§§ 322C.0102, subds. 13, 20; .0407, subd. 3) |
Members may remove a manager at any time by consent of a majority of the members, without notice or cause. The Act states no separate acceptance, filing, or effective-time condition for internal removal; valid operating-agreement terms control departures from the default (§§ 322C.0110; .0407, subd. 3(5)) |
The holdover ends if the manager earlier resigns, but the Act supplies no separate form, signature, recipient, advance period, acceptance, filing, or future-effective rule for manager resignation. A successor may be chosen at any time; the operating agreement supplies additional resignation and transition terms (§§ 322C.0110; .0407, subd. 3(5)) |
A manager holds over until a successor is chosen unless the manager earlier resigns, is removed, dies, or, if not an individual, terminates. Members may choose the successor at any time by the same majority-of-members default; no separate manager-vacancy notice, remaining-manager appointment, incapacity, disqualification, or term-expiration procedure (§ 322C.0407, subd. 3(5)) |
Member dissociation automatically removes a member-manager; ceasing to be manager alone does not end membership. Annual renewal identifies the person exercising the principal manager functions; optional manager information in articles must be promptly corrected if inaccurate, and a statement of authority may be amended/canceled separately for third-party authority (§§ 5.34(a)(5); 322C.0202, subd. 5; .0302; .0407, subd. 3(6)) |
Cessation does not discharge debts, obligations, or liabilities to the company or members incurred while manager, while manager status alone does not create personal liability for company debt. Public authority statements, manager fiduciary duties, indemnification, contract/employment rights, member expulsion, and judicial dissolution or alternative remedies remain separate (§§ 322C.0302, .0304, .0407, subd. 3(7), .0408-.0409, .0602, .0701) |
| Mississippi verified 2026-08-29 | Revised Mississippi Limited Liability Company Act, Miss. Code § 79-29-101 et seq.; ordinary domestic manager-managed LLC and the statutory manager office, not a member, officer, employee, agent, liquidating trustee, professional LLC, or disputed authority or judicial-dissolution matter (§§ 79-29-101, -105, -401) |
Management is vested in managers when the certificate or operating agreement so provides. Those documents govern manager rights, powers, duties, company affairs, and internal procedures and may vary most statutory defaults subject to § 79-29-123's mandatory limits (§§ 79-29-105(p), -123, -307(2), -401) |
Managers are elected by members and vacancies are filled by member vote. Default voting is profit-interest weighted; members owning more than 50% of current profit percentages control. The documents may create classes or another basis. Written consent needs the required interest, no prior notice, and notice to nonsigners within 20 days (§§ 79-29-309, -401(4)-(5)) |
Manager may be a person or legal/commercial nominee, need not be a member or Mississippi resident, and may have document-set qualifications. The certificate or operating agreement fixes and may change the number. The Act states no general fixed term or successor-holdover rule (§§ 79-29-105(g), (p), (v), -401(2)-(3)) |
All or fewer managers may be removed as the certificate or operating agreement provides; independently, the member vote required to elect the manager may remove with or without cause. By default that is more than 50% of profit interests. Meeting notice is document-controlled; written consent requires no prior notice but notice to nonsigners within 20 days (§§ 79-29-309, -401(6)) |
The operating agreement may specify resignation times or events or say a manager has no right to resign. A manager nevertheless may resign at any time by written notice to members and other managers; no acceptance or filing is stated. A violating resignation permits company damages and offset (§ 79-29-407) |
Any manager vacancy is filled by member vote—by default, more than 50% of profit interests. The Act states no general vacancy-event list, holdover, remaining-manager filler, mandatory-replacement timing, incapacity rule, entity-termination rule, or disqualification rule; the governing documents may provide them (§§ 79-29-309, -401(5)) |
The Act does not make manager cessation itself a member-withdrawal event or automatically end manager office when membership changes; the documents should coordinate the roles. Certificate fields do not require a management election or manager names. Annual reports list all managers and must be current when executed, but no event-driven manager-change filing is prescribed (§§ 79-29-105(bb), -201, -215, -313, -401, -703) |
Manager status alone ordinarily creates no personal company-debt liability; an agreement can create personal obligation. Agency authority, delegation, duties and liability limits, indemnification continuing after cessation, employment or contract rights, receivership, judicial dissolution, and winding up remain separate (§§ 79-29-123, -307, -311, -401, -405, -803, -815) |
| Missouri verified 2026-08-29 | Missouri Limited Liability Company Act, RSMo §§ 347.010-.187; ordinary domestic manager-managed LLC. Manager is a person designated/appointed/elected under § 347.079.2, distinct from member, authorized person, employee, agent, assignee, or registered agent (§ 347.015) |
Articles state manager- or member-management. Operating agreement controls manager powers, classes, voting, designation, appointment, removal, replacement, and event consequences, subject to Chapter 347/other law; sole-member agreement is a written declaration (§§ 347.015, .039, .079, .081) |
Agreement may name managers or prescribe member selection. If silent, majority by number of members designates/appoints/elects/replaces. Default no-meeting action needs unanimous signed consent unless agreement varies; keep current/past manager list and agreements (§§ 347.079, .083, .091) |
One or more managers; need not be member or individual, so an entity may serve unless agreement requires otherwise. No express ordinary age/residency rule. Unless earlier removed/resigned, manager holds until successor designated/appointed/elected and qualified (§§ 347.015, .079) |
Agreement's removal/replacement method controls. If silent, majority of members by headcount removes/replaces. Act states no default cause condition, special advance notice, acceptance, or separate effective-time rule; agreement may supply procedure (§§ 347.079, .081, .083) |
§ 347.079 recognizes resignation as an early end to holdover but Chapter 347 provides no manager-resignation writing, recipient, advance period, acceptance, filing, future-date/event, or successor-before-effect rule. Operating agreement and other applicable law therefore govern |
Default member-headcount majority replaces; incumbent holds over until qualified successor unless earlier removed/resigned. Act has no separate manager-vacancy list or default for death, entity termination, incapacity, disqualification, temporary absence, or fixed-term expiration; agreement may provide (§§ 347.079, .081) |
Member withdrawal is separate: unless agreement varies, withdrawn member loses management-participation right, but Act does not expressly say manager office ceases; manager need not be member. Manager cessation is not itself a listed member-withdrawal event. Keep current/past manager list; identity change has no articles field, while management-mode change requires amendment within 60 days (§§ 347.039, .041, .079, .091, .121, .123) |
No company debt solely from manager status. Manager is ordinary-course agent; agreement may expand/restrict duties and liability, and pre-withdrawal accounting duties can survive member withdrawal. Employment/contract, indemnification, own conduct, court remedies, dissolution, and disputed authority remain separate (§§ 347.057, .065, .069, .081, .088, .121) |
| Montana verified 2026-08-29 | Montana Limited Liability Company Act, Title 35, chapter 8; ordinary domestic manager-managed LLC and a person vested with manager authority under § 35-8-301—not a member acting only as member, officer, employee, registered agent, professional-LLC actor, series-only manager, or winding-up actor (§§ 35-8-101 to -102) |
The articles must designate manager management and name initial managers. Each § 35-8-307 management and transition default now yields if the articles or operating agreement provide otherwise; the agreement generally may be unwritten, subject to § 35-8-109's mandatory limits (§§ 35-8-102, -109, -202, -307) |
Articles name initial managers; designation, appointment, election, removal, and replacement default to majority-of-members vote, approval, or consent—member headcount, not a stated economic percentage. Action may be without a meeting; a proxy needs a signed appointment instrument (§§ 35-8-202(1)(e), -307(2)(c), (5)-(6)) |
Manager may be a member or nonmember and a statutory 'person,' including an individual or legal/commercial entity; one or multiple managers are contemplated. No express age, residency, licensing, or fixed term; default holdover lasts until a successor is elected and qualified unless earlier resignation or removal (§§ 35-8-102(19), (24), -307(2)) |
Majority of the members may remove a manager unless the articles or agreement provide otherwise. The Act states no default cause, advance-notice, acceptance, event-filing, or effective-time condition; no-meeting action and signed-proxy rules apply (§ 35-8-307(2)(c), (5)-(6)) |
Resignation ends the statutory holdover, but the Act gives no separate manager-resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. Articles or agreement terms control added details (§§ 35-8-109, -307(2)(c)) |
A manager holds over until a successor is elected and qualified unless earlier resignation or removal; replacement uses the same majority-member default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 35-8-307(2)(c)) |
Member dissociation ends participation as a member but does not expressly end a separately appointed nonmember-eligible manager role; manager cessation likewise does not itself end membership. Articles identify initial managers, annual reports list all current managers, and company records keep current and past manager lists (§§ 35-8-202, -208, -405, -803, -805) |
The Act states no manager-cessation discharge rule. Manager status alone does not create company-debt liability; agency, duties, wrongful-distribution liability, employment and contract rights, member judicial expulsion, dissolution, and series-specific status remain separate (§§ 35-8-301, -304, -310, -605, -803, -902) |
| Nebraska verified 2026-08-29 | Nebraska Uniform Limited Liability Company Act; ordinary domestic manager-managed LLC and its operating-agreement manager, not a member, organizer, agent, officer, employee, delegate, series manager, professional LLC, liquidator, or disputed authority outcome (Neb. Rev. Stat. §§ 21-101, -102(9)-(16), -136) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or uses similar words. The agreement governs manager relations and may vary the appointment, removal, resignation, term, and vacancy defaults within § 21-110's limits (§§ 21-102(10)-(14), -110, -136(a), (c)) |
Consent of a majority of the members may choose a manager at any time; the denominator is member headcount, not profit, contribution, or voting-interest percentage. Required consent may occur without a meeting, and a signed appointing record may create a proxy or agent; no appointment filing is stated (§ 21-136(c)(5), (d)) |
A manager need not be a member or individual, and 'person' includes entities. One or more managers may serve; each has equal management rights, and the incumbent remains until a successor is chosen unless an earlier listed endpoint occurs. No age, residency, licensing, fixed-term, or numerical cap appears (§§ 21-102(10), (16), -136(c)(1)-(6)) |
Consent of a majority of the members may remove a manager at any time without notice or cause. The Act states no separate meeting, acceptance, filing, or effective-time condition; the operating agreement may vary the internal process within § 21-110's limits (§§ 21-110, -136(c)(5), (d)) |
Section 21-136 recognizes resignation as ending the statutory holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date or event, or advance-successor procedure. The operating agreement supplies additional mechanics (§§ 21-110(a), -136(c)(5)) |
The incumbent remains until a successor is chosen unless resignation, removal, individual death, or nonindividual termination occurs. A member majority may choose a successor at any time; the Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 21-136(c)(5)) |
Dissociation of a member-manager removes the person as manager; manager cessation alone does not dissociate membership. The certificate and biennial report omit management election and manager names. An optional authority statement affects outsider-facing power only and does not create the internal office (§§ 21-117, -125, -127(c), -136(c)(6), -145 to -146) |
Cessation does not discharge manager debts, obligations, or liabilities to the company or members; manager status alone creates no personal company-debt liability. Authority statements, reimbursement/indemnification, duties, employment or contract rights, member judicial expulsion, dissolution, and winding up remain separate layers (§§ 21-127, -129, -136(c)(7), -137 to -138, -145(5), -147 to -148) |
| Nevada verified 2026-08-29 | Nevada Revised Statutes chapter 86; ordinary domestic manager-managed LLC and the agreement-created office of manager, not a managing member, organizer, registered agent, officer, employee, series manager, regulated company, receiver, or disputed authority matter (NRS 86.061, 86.071, 86.291) |
Management is member-vested by default. Manager management requires a provision in the articles, which identify every initial manager; the articles and operating agreement may regulate internal affairs, with maximum effect given to freedom of contract (§§ 86.161, 86.286, 86.291) |
Initial managers are named in the articles. A later manager is designated in or selected pursuant to the articles or operating agreement; Chapter 86 states no default selector, vote or interest denominator, threshold, class vote, meeting, consent, writing, signature, or effective-time rule (§§ 86.071, 86.161, 86.291) |
A manager may but need not be a member and may be a natural person or nongovernmental legal entity. The articles or operating agreement may create manager classes; Chapter 86 states no age, residency, licensing, minimum or maximum number, fixed-term, or holdover default (NRS 0.039; §§ 86.071, 86.291, 86.296) |
Agreement-controlled: Chapter 86 states no general nonjudicial manager-removal actor, vote or interest threshold, class protection, meeting, notice, cause, record, filing, acceptance, or effective-time default. The articles and operating agreement must supply the process (§§ 86.286, 86.291, 86.296) |
Agreement-controlled internally: Chapter 86 states no general manager-resignation form, delivery recipient, advance period, acceptance rule, future date or event, holdover, or advance-successor procedure. A resignation not shown on an annual or amended list has a separate $75 Secretary of State filing route (§§ 86.263(6), 86.286, 86.291) |
Agreement-controlled: Chapter 86 has no general manager-vacancy list or replacement rule for resignation, removal, death, incapacity, entity termination, disqualification, or term expiration, and no remaining-manager filler, mandatory replacement, or successor holdover default (§§ 86.071, 86.286, 86.291) |
Manager cessation is not itself a statutory member-withdrawal event, and member events do not automatically terminate member status under § 86.491(4) unless another rule or governing document applies. Articles name initial managers; current internal records and initial/annual lists identify managers, while amended-list or resignation filings update the public record without supplying the internal removal or resignation rule (§§ 86.161, 86.241, 86.263, 86.331, 86.335, 86.491) |
Manager status alone ordinarily creates no personal company-debt liability, and statutory indemnification rights continue after manager status ends. Contracting authority, agreement-defined duties and liability limits, employment rights, receiver remedies, dissolution, and winding-up office remain separate layers (§§ 86.286, 86.298, 86.301, 86.371, 86.451, 86.491, 86.5411-.5417) |
| New Hampshire verified 2026-08-29 | New Hampshire Revised Limited Liability Company Act, RSA chapter 304-C; ordinary domestic manager-managed LLC and a person named or designated as manager in the operating agreement—not a member acting only as member, officer, employee, registered agent, professional-LLC assistant manager, winding-up actor, or regulated entity (§§ 304-C:1, :13) |
Member-managed unless the operating agreement provides manager management; the certificate must state member or manager management and that managers are appointed under the agreement. The agreement may be written, oral, or implied and controls manager appointment, office, responsibility, and termination (§§ 304-C:31(II)(d), :40, :47 to :50) |
Operating-agreement terms control. Default appointment is by majority member vote, with each member's votes proportionate to that member's share of formation contributions—not headcount or current profits. The Act states no separate appointment record or filing; a person becoming manager is deemed to assent to the agreement (§§ 304-C:41, :48, :65, :67) |
A manager is a 'person' named or designated in the agreement; person includes natural persons and entities, and a manager may also be a member. One or multiple managers are permitted. No express age, residency, licensing, fixed term, successor qualification, or holdover default (§§ 304-C:13, :17, :31(II)(d), :47, :51) |
Operating-agreement terms control. By default, removal is reserved to members and a formation-contribution-weighted majority may terminate manager status at any time for any reason or no reason. No separate statutory notice, record, acceptance, event filing, or effective-time condition (§§ 304-C:50, :65 to :67) |
No general statutory manager-resignation right, form, signature, recipient, notice period, acceptance rule, filing, or future-effective mechanism. The operating agreement may provide how manager status terminates; otherwise the stated default is member-majority termination (§§ 304-C:40, :50) |
Members decide whom to appoint after a manager ceases, using the weighted-majority default unless the agreement changes it. The Act states no general holdover, remaining-manager filler, death, resignation, incapacity, entity-termination, disqualification, fixed-term, or advance-successor rule (§§ 304-C:48, :50, :65 to :67) |
Member dissociation terminates membership rights but does not expressly end the separately defined manager office; manager termination likewise does not end membership. The certificate states only management form, while each annual report names all managers as of January 1 (§§ 304-C:31, :50 to :51, :98 to :99, :194) |
The Act states no manager-cessation discharge rule. Status alone does not create company-debt liability; agency, operating-agreement liability promises, duties and exculpation, employment/contract rights, member dissociation, indemnification, and judicial dissolution remain separate (§§ 304-C:23, :52, :98 to :99, :107, :115) |
| New Jersey verified 2026-08-29 | New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 to -94; ordinary domestic manager-managed LLC and statutory manager office, distinct from a member, proxy, employee, authority filing, provisional manager, disputed fiduciary/transaction issue, professional LLC, or dissolution merits (§§ 42:2C-2, -37) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or words of similar import. Agreement governs manager rights/duties and may vary defaults within mandatory limits; internally it prevails over conflicting filed records (§§ 42:2C-11, -13, -37(a)) |
A manager may be chosen at any time by consent of a majority of the members—member headcount, not economic interest. Required consent may occur without a meeting; a proxy/agent appointment requires a signed record. Agreement may prescribe another valid process (§§ 42:2C-11, -37(c)(5), (d)) |
Manager need not be a member or individual; 'person' includes individuals and legal/commercial entities. No express age, residency, licensing, or number limit. Manager holds over until a successor is chosen unless earlier resignation, removal, death, or nonindividual termination; agreement may vary the default (§§ 42:2C-2, -11, -37(c)(5)-(6)) |
Consent of a majority of members may remove a manager at any time without notice or cause. No statutory meeting, writing, fixed notice, allegation, hearing, acceptance, or separate effective-time condition; agreement may alter the default within § 42:2C-11's limits (§§ 42:2C-11, -37(c)(5), (d)) |
Resignation ends the statutory holdover before successor selection, but the Act states no general writing, signature, delivery, recipient, advance-notice, acceptance, filing, future-date, or future-event rule. Otherwise the manager remains until a successor is chosen (§ 42:2C-37(c)(5)) |
Majority-member consent chooses the successor. Holdover continues until successor choice unless earlier resignation, removal, individual death, or nonindividual termination. No express incapacity, disqualification, temporary-vacancy, or interim-manager rule; agreement may supply one (§§ 42:2C-11, -37(c)(5)) |
Dissociation of a member-manager automatically removes that person as manager; manager cessation alone does not dissociate the person as member. Certificate need not name managers. Optional authority statements may identify a person/position and be amended or canceled, but affect outsider-binding power, not internal office (§§ 42:2C-13, -18, -28, -37(c)(6)) |
Manager cessation does not discharge debts, obligations, or liabilities incurred while manager. LLC liabilities do not become personal solely from manager status. Authority statements, duties, indemnification/insurance, employment or contract outcomes, and judicial provisional-manager/dissolution remedies remain separate (§§ 42:2C-28, -30, -37(c)(7), -38 to -39, -48) |
| New Mexico verified 2026-08-29 | New Mexico Limited Liability Company Act, Chapter 53, Article 19 NMSA 1978; ordinary domestic manager-managed LLC and the office designated under its articles or written operating agreement, not a member acting only as member, organizer, officer, employee, delegate, liquidator, professional LLC, or disputed authority outcome (§§ 53-19-1, -2, -15) |
Management is member-vested unless the articles state that it is vested to some extent in managers. The articles or written operating agreement may prescribe manager qualifications, number, selection method, powers, duties, and different appointment, removal, and holdover terms (§§ 53-19-2(O), -8(D), -15) |
Unless the articles or operating agreement provide otherwise, appointment requires the affirmative vote, approval, or consent of members holding a majority share of all member voting power. Voting power defaults to adjusted capital-contribution value; no meeting, notice, writing, signature, acceptance, filing, or separate effective-time condition is stated (§§ 53-19-15(B)(1), -17(A)) |
A manager need not be a member or natural person, so an entity may serve. The governing documents may prescribe qualifications and number; absent removal or resignation, the manager holds office until a successor is elected and qualified. No general age, residency, licensing, fixed-term, minimum, or maximum appears (§§ 53-19-2(L), (P), -15(B)(2)-(3)) |
Unless the articles or operating agreement provide otherwise, members holding a majority share of all member voting power may remove a manager. The Act states no general meeting, notice, cause, record, filing, acceptance, or effective-time condition (§§ 53-19-15(B)(1), -17(A)) |
The holdover rule recognizes resignation as ending office before a successor qualifies, but the Act states no general form, signature, delivery recipient, advance period, acceptance, filing, future date or event, or advance-successor procedure. The articles or operating agreement may supply those mechanics (§ 53-19-15(B)(3)) |
The same majority voting-power default may appoint a successor, and the incumbent holds over until that successor is elected and qualified unless removed or resigned. The Act states no general vacancy list or special replacement rule for death, incapacity, entity termination, disqualification, or term expiration, no remaining-manager filler, and no mandatory replacement (§ 53-19-15(B)) |
Member dissociation ends the person's right to participate in management or control as a member but does not expressly remove a separate manager designation; ceasing to be manager is not itself a member-dissociation event. Articles must state manager management and be amended if the management mode changes, but need not name managers; internal records list current and former managers, with no event-driven individual-manager filing (§§ 53-19-8, -11(C), -19(A)(1), -38(D)) |
Manager status alone creates no personal company-debt liability, but does not immunize one's own acts. Agreement-variable gross-negligence/willful-misconduct and benefit-accounting rules, manager voting and authority, indemnification, employment and contract rights, judicial dissolution, and winding up remain separate layers (§§ 53-19-13, -15 to -18, -40, -42 to -43) |
| New York verified 2026-08-29 | New York Limited Liability Company Law; ordinary domestic manager-managed LLC and the statutory office of manager, not a disputed employment, contract, agency, fiduciary, professional-entity, judicial-remedy, or transaction-authority matter (Ltd. Liab. Co. Law §§ 102, 401, 408) |
Member-managed unless the articles provide for one or more managers or manager classes. The written operating agreement may allocate manager powers, offices, responsibilities, qualifications, voting, classes, terms, and most appointment/removal/resignation/vacancy procedures (§§ 401, 408, 410, 417, 419) |
Unless the operating agreement provides otherwise, members designate or elect managers annually. Votes are proportional to current-profit shares; ordinary election action at a meeting uses a majority in interest of votes cast. No-meeting action needs dated signed consents at the meeting threshold, delivery to the statutory recipient, aggregation within 60 days, and prompt notice after a nonunanimous action (§§ 402(a), (f), 407, 413(a)) |
A manager need not be a member and may be an entity because a manager is a statutory 'person.' The operating agreement may set qualifications and manager number; terms may be unlimited. The default is annual election, with holdover until a successor is elected and qualified unless earlier resignation or removal (§§ 102(p), (w), 410, 413) |
Unless the operating agreement provides otherwise, members holding a majority in interest of all current-profit shares may remove or replace any or all managers with or without cause. Section 414 supplies no separate effective-time rule; written-consent action may occur without prior notice but requires prompt notice to eligible nonconsenters (§§ 102(o), 407, 414) |
Unless the operating agreement provides otherwise, a manager may resign at any time by written notice to the LLC. No acceptance, filing, fixed advance-notice period, or separate future-effective formula appears in § 415; violating the operating agreement or another contract may support damages, and election alone creates no contract rights (§§ 413(b), 415) |
Unless the operating agreement provides otherwise, a majority in interest of members entitled to vote fills a vacancy in a manager group; the successor serves the predecessor's unexpired term. The same threshold fills a position created by increasing manager number. The Act does not enumerate death, entity termination, or incapacity as general vacancy events in §§ 413-416 (§§ 413, 416) |
Manager office and member withdrawal are separate statutory tracks: member withdrawal follows the operating agreement, while manager office follows §§ 413-416. The cited provisions do not automatically link the two. A management-model change requires an articles amendment within 90 days; changing a particular manager is not a required articles item (§§ 203(e), 211(d)(7), 413-416, 606) |
Sections 413-416 contain no special cessation discharge. Status alone does not make a manager liable for company debts, but a contract-breaking resignation may support damages. Agency, manager duties, liability-limitation clauses, indemnification, employment contracts, and judicial remedies remain separate questions (§§ 409, 412, 415, 417, 420, 609) |
| North Carolina verified 2026-08-29 | North Carolina Limited Liability Company Act, N.C. Gen. Stat. Ch. 57D; ordinary domestic LLC manager office, distinct from another company official, member, delegate, employee, disputed authority, professional LLC, or judicial-dissolution merits (§§ 57D-1-02, 57D-1-03(5), (20), (21)) |
Every member is a manager by default. The operating agreement may instead provide that members are not necessarily managers, designate managers or their designation method, or use nonmanager company officials; it generally controls internal company-official rights and duties (§§ 57D-2-30(a), 57D-3-20(d)) |
Managers are designated in, or in the manner provided in, the operating agreement. No general statutory member-vote, interest, class, meeting, consent, writing, or company-record threshold for appointment or removal; if no manager or company official remains, all members become managers automatically (§§ 57D-2-30(a), 57D-3-20(d)) |
A manager is any 'person'; person includes an individual or entity. Members are managers by default, and the agreement may designate any other person or persons. No express age, residency, natural-person, membership, number, or fixed-term qualification; service continues until the earliest statutory cessation event or a valid agreement-created rule (§§ 57D-1-03(12), (20), (26), 57D-3-20(d)-(e)) |
No general statutory ordinary removal actor, threshold, notice, cause, or effective-time rule. The operating agreement must create and govern removal, subject to Chapter 57D's mandatory limits; § 57D-3-20(e)'s default service-ending list does not include removal (§§ 57D-2-30, 57D-3-20(e)) |
Resignation is an express service-ending event, but the Act states no general writing, signature, recipient, delivery, advance-notice, acceptance, filing, future-date, future-event, or advance-successor procedure; the operating agreement may supply one (§§ 57D-2-30(a), 57D-3-20(e)) |
Service ends on resignation; substituted § 57D-3-02(a) bankruptcy/receivership, individual death or adjudicated incompetence, complete economic-interest transfer/abandonment, or abandonment of noneconomic ownership rights; and specified membership cessation. No statutory successor holdover or general vacancy-filling vote; all members become managers while the LLC otherwise lacks managers and company officials (§§ 57D-3-02(a), 57D-3-20(d)-(e)) |
A member-manager's cessation of membership ends manager service; an appointee also ceases if the appointing member or appointing class/group described in § 57D-3-20(e) ceases membership. Manager cessation alone does not state that membership ends. Articles need not name managers; annual reports list principal company officials, not necessarily every manager, and may be amended anytime (§§ 57D-2-21, 57D-2-24, 57D-3-02, 57D-3-20(e)) |
No manager-cessation discharge rule. Status alone does not create personal LLC-obligation liability; separate member-cessation liabilities, duties, agency, delegation, contract, and indemnification rules remain distinct. Delegation changes neither the manager nor delegate's status; judicial dissolution is not ordinary manager removal (§§ 57D-2-30(e), 57D-3-02(d), 57D-3-20(c), 57D-3-21, 57D-3-22, 57D-3-30, 57D-3-31, 57D-6-02) |
| North Dakota verified 2026-08-30 | North Dakota Uniform Limited Liability Company Act, N.D.C.C. ch. 10-32.1; ordinary domestic manager-managed LLC and an agreement-based manager, not a board-managed governor, member, organizer, registered agent, officer, employee, delegate, nonprofit/professional/series LLC, liquidator, or disputed authority outcome (§§ 10-32.1-01 to -02, -39) |
Member-managed unless the operating agreement expressly selects manager or board management or similar words. The agreement governs manager rights/duties and may vary appointment, removal, resignation, term, and vacancy defaults within § 10-32.1-13's limits; articles need not state management form or manager names (§§ 10-32.1-13, -20, -39(1), (3)) |
Consent of a majority of the members may choose a manager at any time—member headcount, not the distribution-interest voting power used in some other North Dakota LLC decisions. Action may occur by a noticed member meeting or sufficient written consent without one; a proxy/agent appointment must be signed (§ 10-32.1-39(3)(e), (5)) |
Manager must be an individual age 18+ but need not be a member. One or multiple managers may serve; each has equal management rights and a manager majority decides ordinary differences. No express residency, licensing, number cap, or fixed term; holdover lasts until a successor is chosen unless earlier resignation, removal, or death (§§ 10-32.1-02(29), -39(3)) |
Consent of a majority of the members may remove a manager at any time without notice or cause. The Act states no separate acceptance, event-filing, or effective-time condition; the operating agreement may vary the internal process within statutory limits (§§ 10-32.1-13, -39(3)(e), (5)) |
Section 10-32.1-39 recognizes resignation as ending the statutory holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date/event, or advance-successor procedure. The operating agreement and other applicable agreements supply additional mechanics (§§ 10-32.1-13, -39(3)(e)) |
Incumbent remains until a successor is chosen unless resignation, removal, or death occurs first; § 10-32.1-39 also refers to termination of a nonindividual manager although § 10-32.1-02 currently defines manager as an individual. A member majority may choose the successor; no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 10-32.1-39(3)(e)) |
Dissociation of a member-manager removes the person as manager; manager cessation alone does not dissociate membership. Articles need not identify managers; annual report names and addresses every manager/governor and must be current when executed. Optional authority filings affect outsider reliance, not internal office (§§ 10-32.1-20, -24, -39(3)(f), -48 to -49, -89) |
Ceasing as manager does not discharge debts, obligations, or liabilities to the company or members incurred while manager; manager status alone creates no company-debt liability. Authority statements, indemnification, duties, employment/contracts, wrongful distributions, member judicial expulsion, dissolution, and winding up remain separate (§§ 10-32.1-24, -26, -32, -39(3)(g), -40 to -41, -48, -50 to -51) |
| Ohio verified 2026-09-30 | Ohio Rev. Code ch. 1706 governs all LLCs from January 1, 2022; manager is a person designated by the LLC or members with management authority who agrees to serve, whatever the title (§§ 1706.01(O), 1706.83) |
Operating agreement governs member/company relations; chapter supplies the fallback. Designate one or more managers; articles may include optional matters. Written duty/liability changes preserve the implied covenant (§§ 1706.08, 1706.16, 1706.31(A)) |
LLC or members designate; designee agrees to serve. Follow agreement; fallback ordinary matters use majority of members, agreement amendments and acts outside ordinary course need all members. Consent may occur without meeting; proxy uses signed appointing record (§§ 1706.01(O), 1706.082(A), 1706.30) |
Any statutory person, including individual or entity, may be designated and agree to serve; one or more managers contemplated. Use governing agreement for qualifications, number, term, and holdover (§§ 1706.01(O), (U), 1706.08, 1706.31(A)) |
Apply governing agreement to removal actor, notice, cause, and effective time; member decisions use the ordinary-course/all-member distinction when agreement is silent. A document amendment follows its authorized amendment process (§§ 1706.08, 1706.082(A), 1706.30) |
Use governing agreement and manager contract for resignation delivery, notice, acceptance, timing, and advance succession; initial manager status requires agreement to serve. Manager contract obligations remain a separate question (§§ 1706.01(O), 1706.08, 1706.311(H)) |
Use governing agreement for vacancy triggers, term expiration, holdover, and successor selection; replacement must be designated and agree to serve. Member death, incapacity, and entity termination are separate dissociation events (§§ 1706.01(O), 1706.08, 1706.411(E), (I)) |
Member and manager are separate defined capacities; dissociation ends participation as member, so review agreement for the manager role. Articles notice is limited to mandatory facts; authority statement may be amended/canceled, and named person may file denial (§§ 1706.01(O), (P), 1706.16(C), 1706.19, 1706.20, 1706.412) |
Dissociation preserves debts incurred as member; manager contracts and other capacities remain relevant. Manager loyalty/care and written variations, indemnification, and authority to bind require separate analysis (§§ 1706.08, 1706.18, 1706.311, 1706.32, 1706.412(C)) |
| Oklahoma verified 2026-08-29 | Oklahoma Limited Liability Company Act, 18 O.S. ch. 32; ordinary domestic LLC and a person designated by members to manage under the articles or operating agreement—not a member-managed, series, foreign, professional, employment, authority-dispute, or court-relief matter (§§ 2001(15), (17)-(21), 2013-2015) |
Manager management is the default; articles or operating agreement may instead provide for no designated managers. The agreement governs manager rights/duties and may change the expressly variable election, removal, resignation, qualification, number, vote, and class defaults (§§ 2012.2, 2013-2015, 2017-2018, 2020) |
Members elect managers by default. 'Majority' means members holding a majority of profit interests, not headcount; the vote may be recorded in meeting minutes or written consent. Articles/agreement may use another basis or actor (§§ 2014(1), 2020(A), (C), (E)) |
One or more managers; manager need not be a member and may be any statutory person, including an entity. Articles/agreement prescribe qualifications and number. No statutory age, residency, licensing, fixed-term, or successor-holdover default (§§ 2001(17), (21), 2013(A)-(C)) |
Any or all managers may be removed with or without cause by written consent of members holding a majority of profit interests, unless articles/agreement vary the rule. The Act states no extra notice, acceptance, filing, or effective-time condition (§§ 2014(2), 2020(A), (C), (E)) |
Manager resigns under the operating agreement or, if it is silent, upon notice to the LLC. No general signature, delivery medium, recipient within the LLC, advance period, acceptance, future date/event, filing, or advance-successor rule (§§ 2012.2, 2014(3)) |
Section 2014(1)'s member-election rule applies when selecting a replacement, subject to the articles or operating agreement; § 2013 leaves manager qualifications and number to those documents (§§ 2013-2014, 2020). |
Member withdrawal, death, incapacity, entity termination, and expulsion rules do not expressly end a separately designated manager office; manager resignation/removal does not itself end membership. Articles and the annual certificate do not require a manager roster, and no event-driven manager-change filing appears (§§ 2005, 2014, 2015(B), 2036, 2055.2) |
Manager status alone creates no LLC-obligation liability. Delegation does not end manager status or make the delegate a manager; agency, duties, liability limits/indemnification, contracts/employment, member remedies, business-court jurisdiction, dissolution, and prior-conduct liability remain separate (§§ 2016-2019, 2022, 2038, 2059) |
| Oregon verified 2026-08-29 | Oregon Limited Liability Company Act, ORS Chapter 63; ordinary domestic manager-managed LLC and person designated by members to manage under ORS 63.001(19)-(20)—not a member acting only as member, employee, agent, organizer, professional, or regulated entity |
Articles must state manager management. The written or oral operating agreement may regulate management consistently with law/articles and may change appointment, removal, resignation, succession, and vote defaults, subject to statutory duty limits (ORS 63.047(1)(d), 63.057, 63.130, 63.155(10)) |
Manager designation, appointment, election, and replacement require majority-of-members approval—headcount, not a stated economic percentage—unless articles/agreement differ. Action may occur without meeting; a proxy uses a signed appointment instrument. No appointment filing (ORS 63.130(2)(c), (5)-(6)) |
Manager is a 'person' and need not be a member; person means individual or entity. One or multiple managers are contemplated. No express age, residency, licensing, fixed-term, or number default; holdover continues until successor election/qualification unless earlier resignation/removal (ORS 63.001(19), (28), 63.130(2)) |
A majority of members may remove a manager unless articles/agreement differ. The Act states no default cause, meeting, notice, written-consent, acceptance, filing, or effective-time condition; action without meeting and signed proxy are available (ORS 63.130(2)(c), (5)-(6)) |
A manager may resign before successor qualification, but Chapter 63 gives no separate form, signature, recipient, notice period, acceptance, filing, future-effective rule, or advance-successor procedure. Articles/agreement control (§§ 63.057, 63.130(2)(c)(B)) |
Replacement uses the same majority-of-members default; incumbent holds over until successor election and qualification unless earlier resignation/removal. No vacancy-event list, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (ORS 63.130(2)(c)) |
Cessation of membership does not expressly end a separate manager office, and manager cessation does not itself end membership; manager need not be a member. Articles disclose management mode, annual reports name managers, and report information may be updated anytime, but no mandatory event-driven manager-change filing (ORS 63.001, 63.047, 63.265, 63.787) |
Manager status alone creates no company-debt liability. Agency, duties, liability limits/indemnification, employment/contracts, member withdrawal/expulsion, and judicial dissolution remain separate; Chapter 63 states no cessation-specific debt discharge (ORS 63.140, 63.155, 63.160-.170, 63.205, 63.209, 63.661) |
| Pennsylvania verified 2026-08-29 | Pennsylvania Uniform Limited Liability Company Act of 2016; ordinary domestic manager-managed LLC and statutory manager office, not a disputed employment, agency, fiduciary, judicial-remedy, transaction-authority, professional-company, or benefit-company matter (15 Pa.C.S. §§ 8811-8812, 8814, 8847) |
Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or uses similar words. The agreement governs manager rights and duties, subject to mandatory filing, indemnification, exoneration, duty, and third-party limits (§§ 8815, 8847(a)) |
Unless the operating agreement provides otherwise, an affirmative vote or consent of a majority of the members—headcount, not economic interest—may choose a manager at any time. Action may occur without a meeting; only a proxy or agent appointment is expressly required to be signed in record form (§ 8847(c)(4), (d)) |
A manager need not be a member, and the statute contemplates nonindividual managers. No default fixed number or term appears; an incumbent remains until a successor is chosen unless earlier resignation, removal, death, or nonindividual termination. The operating agreement may set different qualifications, number, and term (§§ 8812, 8815, 8847(c)(4)-(5)) |
Unless the operating agreement provides otherwise, an affirmative vote or consent of a majority of the members may remove a manager at any time without notice or cause. Section 8847 states no separate effective-time formula (§ 8847(c)(4)) |
Section 8847 recognizes resignation as ending the manager's statutory holdover but supplies no separate general notice form, delivery recipient, acceptance requirement, advance period, filing, or future-effective rule. The operating agreement governs any such terms (§§ 8815(a)-(b), 8847(c)(4)) |
No separate ordinary vacancy procedure appears. The same member majority may choose a manager at any time; the incumbent holds over until a successor unless earlier resignation, removal, death, or nonindividual termination. Incapacity is not separately listed (§ 8847(c)(4)) |
Member dissociation automatically removes a member-manager; ceasing to be manager does not itself dissociate the person as member. Annual reports identify at least one current governor, including a manager. Manager-management certificates and optional authority certificates affect public authority, not internal office; a named-person authority certificate is not automatically canceled by resignation (§§ 102, 146, 8831-8832, 8847(c)(5)) |
Ceasing to be manager does not discharge debts, obligations, or liabilities to the company or members incurred while manager. Former-capacity indemnification, manager duties, ordinary-course agency, employment and contract rights, certificate-of-authority effects, and judicial remedies remain separate (§§ 8831-8832, 8847(c)(6), 8848, 8849.2) |
| Rhode Island verified 2026-08-29 | Current Rhode Island Limited Liability Company Act, Chapter 7-16, through Dec. 31, 2027; ordinary domestic manager-managed LLC and a person designated by members as manager—not a member acting only as member, officer, employee, resident agent, winding-up actor, or regulated entity (§ 7-16-2). Enacted replacement begins Jan. 1, 2028 (2026 ch. 247) |
Member-managed unless articles or a written operating agreement provide manager management; the articles must state the form and any managers at formation. Articles or written agreement may deny, restrict, or enlarge management rights, qualifications, and number (§§ 7-16-6, -14 to -15) |
Members elect managers for initial positions and vacancies by default. Votes track unassigned capital value; members holding a majority of all such capital value control. Written action without a meeting may use sufficient less-than-unanimous consent with prompt notice unless governing documents change it (§§ 7-16-16(1), -21(a), (c)-(d)) |
Manager may be a member or nonmember and a statutory 'person,' including a natural person or entity. Articles or written agreement may prescribe qualifications and manager number. No statutory fixed term, successor qualification, or holdover default (§§ 7-16-2(19), (24), -15) |
Members may remove any or all managers with or without cause by the capital-value-weighted majority, unless articles or agreement provide otherwise. Less-than-unanimous written consent and prompt notice may replace a meeting; no separate acceptance, event-filing effective-time, or advance-notice rule (§§ 7-16-16(2), -21) |
No general statutory manager-resignation right, form, signature, recipient, notice period, acceptance rule, filing, future-date, or future-event mechanism. Articles or operating-agreement terms must supply any procedure (current Chapter 7-16) |
Member election fills a manager vacancy using the weighted-majority default. The Act states no general manager holdover, death, resignation, incapacity, entity-termination, disqualification, term-expiration, remaining-manager filler, or advance-successor rule (§§ 7-16-15 to -16, -21) |
Manager may be a nonmember, so ending membership does not expressly end manager office; manager cessation likewise is not itself a member exit. Articles must be amended for a manager-of-record or management-form change; company records list all managers, while the annual report does not (§§ 7-16-2, -12, -22, -35, -66) |
Manager status alone does not create company-obligation liability. Agency, duties, exculpation limits, wrongful-distribution liability, employment and contract rights, member judicial remedies, dissolution, and preexisting causes of action remain separate (§§ 7-16-17 to -20, -23, -32, -40) |
| South Carolina verified 2026-08-29 | South Carolina Uniform Limited Liability Company Act of 1996, title 33, chapter 44; ordinary domestic manager-managed LLC and a person vested with manager authority under § 33-44-301—not a member acting only as member, officer, employee, organizer, winding-up actor, or regulated entity |
The articles must designate manager management and name each initial manager. The operating agreement, which need not be written, governs member-manager-company relations and overrides chapter defaults except § 33-44-103(b)'s nonwaivable limits; articles control third-party detrimental reliance (§§ 33-44-101, -103, -203) |
Articles name every initial manager; designation, appointment, election, removal, and replacement require majority-of-members vote, approval, or consent—headcount, not a stated economic percentage. Action may occur without a meeting, and a proxy requires a signed appointment instrument (§§ 33-44-203(a)(6), -404(b)(3), (d)-(e)) |
A manager may be a member or nonmember and a 'person,' including an individual or entity; the Act contemplates one or multiple managers. No express age, residency, licensing, or fixed manager term; the default is holdover until a successor is elected and qualified unless earlier resignation or removal (§§ 33-44-101(10), (14), -404(b)) |
A majority of the members may remove a manager. The Act states no default cause, advance-notice, meeting, written-consent, acceptance, filing, or effective-time condition; valid operating-agreement terms control additional requirements (§§ 33-44-103, -404(b)(3), (d)-(e)) |
A manager may resign before a successor is elected and qualified, but the Act gives no separate resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. The agreement controls those details and advance successor selection (§§ 33-44-103, -404(b)(3)) |
A manager holds over until a successor is elected and qualified unless earlier resignation or removal; replacement uses the same majority-of-members default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 33-44-404(b)(3)) |
Member dissociation ends membership and participation as a member but does not expressly remove a separately appointed nonmember-eligible manager; manager cessation likewise does not itself end membership. Articles must name initial managers, but the Act requires no later manager-change filing; articles may be amended, while agency consequences follow §§ 33-44-301 and -404 (§§ 33-44-101, -203 to -204, -601 to -603) |
The Act states no special debt-discharge or survival rule triggered by manager cessation. Status alone does not create company-debt liability, but authorized/actionable conduct, unlawful distributions, agency, fiduciary duties, contract/employment rights, member expulsion, and judicial dissolution remain separate (§§ 33-44-301 to -303, -407, -409 to -410, -601, -801) |
| South Dakota verified 2026-08-30 | South Dakota Uniform Limited Liability Company Act, SDCL ch. 47-34A, plus ch. 59-11 reporting rules; ordinary domestic manager-managed LLC and its manager, not a member, organizer, agent, employee, officer, delegate, professional/series LLC, liquidator, or disputed authority outcome (§§ 47-34A-101, -1202) |
Manager-managed only if designated in the articles, which name each initial manager. The operating agreement governs member-manager-company relations and may replace appointment, removal, resignation, term, and vacancy defaults within § 47-34A-103's limits; internally it controls over conflicting filed text (§§ 47-34A-101(11), -103, -103.1, -203) |
Vote, approval, or consent of a majority of the members designates, appoints, elects, or replaces a manager—member headcount by default, not profit or contribution percentage. Action may occur without a meeting; a signed instrument is required only to appoint a proxy under this section. Articles may create member classes with voting rights (§§ 47-34A-404.1(b)(3), (d)-(e), -404.2) |
Manager may be a member or nonmember and a statutory 'person,' including an individual or entity. One or multiple managers may serve; each has equal management rights. No express age, residency, licensing, number cap, or fixed term; holdover lasts until a successor is elected and qualified unless earlier resignation or removal (§§ 47-34A-101(10), (15), -404.1(b)) |
A majority of the members removes a manager by vote, approval, or consent. The Act states no general cause, advance-notice, meeting, acceptance, event-filing, or effective-time condition; the operating agreement or permitted class-voting terms may change the internal process (§§ 47-34A-103, -404.1(b)(3), (d), -404.2) |
Section 47-34A-404.1 recognizes resignation as ending the holdover but states no general writing, signature, delivery recipient, advance period, acceptance, filing, future-date/event, or advance-successor procedure. The operating agreement and other applicable agreements supply additional mechanics (§§ 47-34A-103, -404.1(b)(3)) |
A member majority designates, appoints, elects, or replaces the successor; incumbent holds over until the successor is elected and qualified unless resignation or removal occurs first. Chapter 47-34A states no separate manager-vacancy list for death, incapacity, disqualification, entity termination, or term expiration, and no remaining-manager filler or mandatory-replacement rule (§ 47-34A-404.1(b)(3)) |
Member dissociation ends member status and the member's right to participate in management, but the Act does not expressly say it also ends a separately held manager office; manager cessation is not itself a listed member-dissociation event. Initial articles name every initial manager; annual reports list current governors/managers, with no prompt standalone manager-change filing stated (§§ 47-34A-203, -601, -603; 59-11-2(11), -24) |
Manager status alone creates no personal liability for company obligations; prior wrongful-distribution liability and duties are not erased by ending office. Agency, contracts/employment, reimbursement, indemnification, fiduciary duties, member expulsion, dissolution, and post-dissolution authority remain separate (§§ 47-34A-301, -303, -407, -409, -601, -804) |
| Tennessee verified 2026-08-29 | Tennessee Revised Limited Liability Company Act, Tenn. Code Title 48, ch. 249; ordinary domestic manager-managed LLC. Manager is a person vested with § 48-249-401(b) authority, distinct from member, director, officer, employee, agent, or delegate (§§ 48-249-101 to -102) |
Articles must state manager-management. LLC documents generally may modify Act defaults, including manager appointment, removal, voting, term, and succession, subject to § 48-249-205(b); articles control a conflict with the operating agreement (§§ 48-249-202 to -205) |
Default: majority vote of members designates, appoints, elects, or replaces. Majority is member headcount unless LLC documents use another voting interest. Minimum-vote written consent may act without meeting/prior notice; records retain member proceedings and consents (§§ 48-249-102, -401(b), -405 to -406) |
One or more managers; need not be member. Because manager is a 'person' and person includes individual/entity, an entity may serve. No express ordinary age/residency rule. Manager holds over until qualified successor unless earlier resignation/removal (§§ 48-249-102, -401(b)) |
Default removal by majority vote of members, measured per capita unless documents provide another voting basis. Act states no cause condition, special advance-notice rule, acceptance, or separate effective time; documents may vary, and written-consent action requires prompt notice afterward to nonsigners (§§ 48-249-102, -205, -401(b), -405) |
§ 48-249-401(b) recognizes resignation as an early end to holdover but supplies no writing, signature, delivery recipient, advance period, acceptance, filing, future-date/event, or pre-effective successor rule. LLC documents and other applicable law therefore supply procedure (§§ 48-249-205, -401(b)) |
Majority-member vote replaces a manager and incumbent holds over until qualified successor unless earlier resignation/removal. Act gives no separate manager-vacancy list or special rule for death, entity termination, incapacity, disqualification, temporary absence, or fixed-term expiration (§§ 48-249-205, -401(b)) |
Manager need not be member; member-interest termination and manager cessation are separately governed, with no automatic cross-effect stated. Keep current manager list and proceedings; annual report gives current manager names/business addresses. Ordinary articles state management form, not manager names, so no standalone event filing appears (§§ 48-249-202, -401, -406, -503 to -505, -1017) |
Company debt is not personal solely from manager status, but own acts/omissions remain separate. Managers are ordinary-course agents and owe statutory conduct duties; delegation, employment/contract, indemnification, member judicial expulsion, and judicial dissolution do not themselves answer manager cessation (§§ 48-249-114 to -115, -401 to -403, -503, -617) |
| Texas verified 2026-08-29 | Texas Business Organizations Code Chapters 3 and 101; ordinary domestic manager-managed LLC managers as governing persons, not officers, employees, agents, series managers, or disputed fiduciary and judicial-remedy matters (§§ 3.010, 101.251, 101.301-101.307) |
Company agreement governs manager/member relations and internal affairs and may waive or modify most Chapter 101 defaults. It chooses manager or member management; if silent, the certificate's manager statement controls (§§ 101.052, 101.251-101.252) |
Initial managers are named in the certificate. Later selection is governed by the company agreement; the express statutory replacement routes are a majority of remaining managers without a quorum or members at a purpose-specific meeting. Member voting defaults to one vote each and a majority present at quorum (§§ 3.010, 101.302(b)-(c), 101.305, 101.353-101.355) |
One or more persons may be managers; the initial number is the number named in the certificate and may change under the company agreement. No Texas residency or membership is required. A manager serves the elected term and until a successor is elected, unless earlier resignation, removal, or death (§§ 101.302-101.303) |
Manager may be removed with or without cause at a member meeting called for that purpose. Default notice is written 10-60 days before a non-governing-authority member meeting and states the purpose; equal per-capita votes and majority present at quorum apply. Only the electing class/group may remove its manager (§§ 101.304, 101.306(a), 101.352-101.355) |
Resignation ends the manager's term before successor election under § 101.303, but the ordinary manager subchapter states no general form, delivery recipient, acceptance, advance-notice, or future-effective rule. The company agreement controls any supplied resignation procedure (§§ 101.052, 101.303) |
Vacancy may be filled by majority vote of remaining managers without regard to quorum or by members at a meeting called for that purpose; replacement serves the predecessor's unexpired term. Class/group vacancy is filled only by its remaining elected managers or its members. Death is listed; incapacity and entity termination are not separately listed (§§ 101.303, 101.305-101.307) |
Membership is not a manager qualification, and ordinary §§ 101.301-101.307 do not make loss of member status an automatic manager-removal event; the company agreement controls. Initial managers are public in the certificate, a restated certificate may state current managers, and the annual Comptroller PIR lists managers then serving (§§ 3.010, 3.0611, 101.052, 101.302(d); SOS FAQ) |
Manager office is separate from transaction authority, service, duties, indemnification, and liability. Governing persons are company agents for ordinary business under the actual-authority/knowledge rule; the company agreement may expand, restrict, or eliminate duties and related liability. The manager subchapter states no automatic release on cessation (§§ 101.254, 101.301-101.307, 101.401-101.402) |
| Utah verified 2026-10-01 | Utah Revised Uniform LLC Act, Title 16 ch. 20; ordinary domestic manager-managed LLC and statutory manager office, distinct from member, employee or agent (§§ 16-20-101, -407) |
Member-managed unless agreement says manager-managed, managed by managers, vested in managers or similar. Agreement governs manager rights/duties; Act fills gaps subject to filing, duty, good-faith, misconduct, information, action and dissolution floors (§§ 16-20-107, -407(1)) |
Manager may be chosen anytime by consent of majority of members—headcount, not ownership percentage. No meeting required; signed proxy/agent appointing record allowed. Agreement may vary (§ 16-20-407(3)(d), (4)) |
Manager need not be member and may be individual or entity. One or multiple managers; equal manager rights and manager-majority ordinary decisions. No ordinary age, residency, licensing, fixed-term or number rule stated; successor holdover (§§ 16-20-101(12), (18), -407(3)) |
Member majority may remove manager anytime without notice or cause. No separate meeting, writing, acceptance, filing or effective-time condition stated in § 16-20-407; valid agreement variations govern (§§ 16-20-107, -407(3)(d), (4)) |
Resignation ends statutory holdover; agreement governs manager rights/duties and Act fills gaps. Members may choose successor anytime; § 16-20-407 states no resignation form or acceptance condition (§§ 16-20-107, -407(3)(d)) |
Manager holds until successor unless earlier resignation, removal, death or nonindividual termination; member majority may choose replacement anytime (§ 16-20-407(3)(d)) |
Member dissociation removes member-manager; manager cessation alone leaves membership. Certificate does not require manager roster. Shared annual report lists each director and principal officer, not a manager field; optional authority statement affects outsiders (§§ 16-20-201(2), -302, -407(3)(e), 16-1a-212(2), (4)) |
Cessation does not discharge liabilities to LLC/members incurred while manager. Company debts remain company debts; membership alone is not agency. Authority statements, duties, indemnification, employment contracts, judicial member expulsion and dissolution are distinct (§§ 16-20-301 to -304, -407(3)(f), -408 to -409, -602) |
| Vermont verified 2026-08-30 | Vermont Limited Liability Company Act, 11 V.S.A. ch. 25; ordinary domestic manager-managed LLC and its operating-agreement manager, not a member, organizer, service agent, employee, officer, transferee, L3C/series/foreign LLC, wind-up actor, or disputed authority outcome (§§ 4001, 4054) |
Member-managed unless operating agreement expressly selects manager management or similar words. Agreement governs member-manager-company relations and may vary appointment, removal, resignation, term, and vacancy defaults within § 4003's limits; it controls internally over conflicting articles (§§ 4003, 4023(c), 4054(a), (c)) |
Affirmative vote or consent of majority of members may choose manager at any time—member headcount, not distribution or contribution percentage. Sufficient member consent may act without meeting; signed record is required to appoint proxy/agent, not stated for direct consent (§ 4054(c)(4)(A), (e)-(f)) |
Manager may be member or nonmember and may be nonindividual; one or multiple managers may serve and each has equal management rights. No express age, residency, licensing, number cap, or fixed term; incumbent remains until successor chosen unless earlier listed endpoint (§§ 4001(15), 4054(c)(2)-(5)) |
Affirmative vote or consent of majority of members may remove manager at any time without notice or cause. The Act states no separate acceptance, meeting, event-filing, or effective-time condition; agreement may vary internal process within statutory limits (§§ 4003, 4054(c)(4)(B), (f)) |
Section 4054 recognizes resignation as ending holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date/event, or advance-successor procedure. Operating agreement and other applicable agreements supply additional mechanics (§§ 4003, 4054(c)(4)(A)) |
Incumbent remains until successor chosen unless earlier resignation, removal, individual death, or nonindividual termination. Member majority may choose successor anytime; Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 4054(c)(4)) |
Member-manager dissociation removes manager; manager cessation alone does not dissociate membership. Mandatory articles and annual report omit manager field, so no general manager-change filing; if articles voluntarily state manager/principal information and that filed matter changes, amendment required (§§ 4023-.24, 4033, 4054(c)(5), 4081-.83) |
Manager cessation does not discharge debts, obligations, or liabilities to company/members incurred while manager; status alone creates no company-debt liability. Duties, information, employment/contracts, improper distributions, member judicial expulsion, dissolution, and winding up remain separate (§§ 4042, 4054(c)(6), 4057, 4059, 4081) |
| Virginia verified 2026-08-29 | Virginia Limited Liability Company Act, Va. Code Title 13.1, Chapter 12; ordinary domestic manager-managed LLC and statutory manager office, not a disputed employment, agency, fiduciary, transaction-authority, judicial-remedy, professional-company, series, or dissolution matter (§§ 13.1-1002, 13.1-1024) |
Member-managed unless the articles or an operating agreement provide in writing for manager management. Those documents may delegate full or partial management and vary selection, qualifications, number, removal, vacancy, manager voting, delegation, consent, and class defaults (§§ 13.1-1022(A), 13.1-1024) |
Unless the documents provide otherwise, members elect managers. Default member voting is proportional to contributions, and a majority means members holding a majority of all voting power. No-meeting action uses written or electronic signed consents from at least the votes needed at a meeting; proxies are permitted (§§ 13.1-1022(B), (C), (E), 13.1-1024(D)) |
One or more managers; no Virginia residence or membership requirement unless the documents impose one. Because a manager is a person and person includes an entity, an entity may serve. The documents fix number and qualifications; the Act states no age, fixed term, or successor-holdover default (§§ 13.1-603, 13.1-1002, 13.1-1024(A)-(C)) |
Use the removal method in the articles or operating agreement. Only if neither provides one may a majority of all member voting power remove all or fewer managers, with or without cause. The Act supplies no special removal-notice or effective-time formula; written-consent action needs no meeting or prior notice (§§ 13.1-1022(B), (E), 13.1-1024(F)) |
No general manager-resignation provision specifies a writing, signature, delivery recipient, advance notice, acceptance, filing, effective time, future event, or advance-successor procedure. The articles, operating agreement, and company record therefore control those matters (complete Chapter 12; §§ 13.1-1023, 13.1-1024) |
Unless the documents provide otherwise, a majority of all member voting power fills any manager vacancy. The Act does not define vacancy events or separately address manager death, entity termination, incapacity, disqualification, term expiration, temporary absence, or incumbent holdover (§§ 13.1-1022(B), 13.1-1024(E)) |
Manager and member status are separate: a manager need not be a member, member dissociation is not stated to remove a manager, and manager cessation is not a listed member-dissociation event. Required articles do not identify managers, and Chapter 12 prescribes no manager-change filing; an optional articles amendment and the articles-based agency rule are separate layers (§§ 13.1-1011, 13.1-1014, 13.1-1021.1, 13.1-1024(B), 13.1-1040.1, 13.1-1040.2) |
No manager-cessation discharge rule appears. Manager status alone does not create personal company-debt liability; agency, delegation, duties, damages limits, indemnification, employment and compensation, operating-agreement remedies, and judicial dissolution remain separate (§§ 13.1-1009(8), (12), (16), 13.1-1019, 13.1-1021.1, 13.1-1023, 13.1-1024(H), 13.1-1024.1, 13.1-1025, 13.1-1047) |
| Washington verified 2026-08-29 | Washington Limited Liability Company Act, ch. 25.15 RCW. Manager means a person or a board, committee, or other group named in or designated under the LLC agreement; ordinary domestic manager-managed LLC only (§ 25.15.006) |
Manager-managed only when the LLC agreement vests management in one or more managers. Agreement governs manager rights and duties and may vary the statutory defaults, but cannot eliminate the § 25.15.176 resignation power (§§ 25.15.006, .018) |
Default: vote, approval, or consent of a majority of the members by headcount to designate, appoint, elect, or replace each manager. Agreement may create classes, another voting basis, or action without a member vote; no separate statutory appointment writing or signature (§§ 25.15.121, .154) |
One or more managers; need not be a member or natural person, so an entity or a board/committee/group may serve. No express age or residency rule. Unless earlier removed or resigned, manager holds office until a successor is elected (§§ 25.15.006, .154) |
Default removal by majority-member headcount vote, approval, or consent. Agreement may vary the process; the Act states no default cause showing, special notice, or separate effective-time rule (§§ 25.15.018, .121, .154) |
Agreement may set time/events and even deny a contractual right to resign, but manager may still resign at any time by written notice to the members and other managers. No acceptance or filing condition; agreement-breaching resignation may support damages and offset (§§ 25.15.018, .176) |
Majority of members replaces a manager; incumbent holds over until successor unless earlier removed or resigned. Act has no separate vacancy-event list or default for manager death, entity termination, incapacity, disqualification, or fixed-term expiration; agreement may supply consequences (§§ 25.15.154, .171) |
Manager and member capacities are separate. Member dissociation ends member-management rights but does not itself end a separately held manager office; manager cessation is not itself a listed member-dissociation event. Managers are reportable 'governors' on initial/annual reports; no prompt standalone manager-change filing (§§ 25.15.131, .161; §§ 23.95.105, .255) |
No personal company debt solely from manager status, but own torts, agreed obligations, resignation-breach damages, duties, and nonwaivable liability limits remain separate. Delegation alone ends no manager office and creates none; agency, employment/contract, indemnification, and judicial dissolution are separate (§§ 25.15.038, .041, .126, .157, .176, .274) |
| West Virginia verified 2026-08-29 | West Virginia Uniform Limited Liability Company Act, chapter 31B; ordinary domestic manager-managed LLC and a person vested with manager authority under § 31B-3-301—not a member acting only as member, organizer, service agent, employee, winding-up actor, or regulated entity |
The articles must designate manager management and name each initial manager. The operating agreement, which need not be written, governs member-manager-company relations and overrides chapter defaults except § 31B-1-103(b)'s nonwaivable limits; articles control third-party detrimental reliance (§§ 31B-1-101, -103, 31B-2-203) |
Articles name every initial manager; designation, appointment, election, removal, and replacement require majority-of-members vote, approval, or consent—member headcount, not a stated economic percentage. Action may occur without a meeting, and a proxy requires a signed appointment instrument (§§ 31B-2-203(a)(6), 31B-4-404(b)(3), (d)-(e)) |
A manager may be a member or nonmember and a statutory 'person,' including an individual or entity; the Act contemplates one or multiple managers. No express age, residency, licensing, or fixed manager term; default holdover lasts until a successor is elected and qualified unless earlier resignation or removal (§§ 31B-1-101(10), (13), (17), 31B-4-404(b)) |
A majority of the members may remove a manager. The Act states no default cause, advance-notice, meeting, signed-consent, acceptance, filing, or effective-time condition; valid operating-agreement terms control additional requirements (§§ 31B-1-103, 31B-4-404(b)(3), (d)-(e)) |
A manager may resign before a successor is elected and qualified, but the Act gives no separate resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. The agreement controls those details and advance successor selection (§§ 31B-1-103, 31B-4-404(b)(3)) |
A manager holds over until a successor is elected and qualified unless earlier resignation or removal; replacement uses the same majority-of-members default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 31B-4-404(b)(3)) |
Member dissociation ends membership and participation as a member but does not expressly remove a separately appointed nonmember-eligible manager; manager cessation likewise does not itself end membership. Articles name initial managers, but no later manager-change filing is mandated; articles may be amended (§§ 31B-1-101, 31B-2-203 to -204, 31B-6-601 to -603) |
The Act states no special debt-discharge or survival rule triggered by manager cessation. Status alone does not create company-debt liability, but agency, authorized or actionable conduct, fiduciary duties, operating-agreement and employment rights, member judicial expulsion, and dissolution remain separate (§§ 31B-3-301 to -303, 31B-4-409, 31B-6-601) |
| Wisconsin verified 2026-08-29 | Wisconsin Uniform Limited Liability Company Law, ch. 183; ordinary domestic manager-managed LLC and statutory manager office. A pre-2023 LLC that timely filed an old-law nonapplicability election remains under ch. 183, 2019 stats. (§§ 183.0102, 183.0110) |
Member-managed unless a written operating agreement says the company is managed by, or management is vested in, managers. The agreement governs manager rights and duties and may vary the § 183.0407 defaults subject to § 183.0105's mandatory limits; articles may also state manager-managed but do not replace the written-agreement requirement (§§ 183.0105, 183.0201(3)(a), 183.0407(1)) |
Manager may be chosen at any time by affirmative vote or consent of a majority of members' transferable interests. Without a meeting, all members must consent by default in signed writings delivered for company records; a written operating agreement may change that procedure. Records of member/manager votes and consents are kept 3 years (§§ 183.01075(6), 183.0407(3)(d), (4)) |
Manager need not be a member and may be any statutory person, including an entity. No express age, residency, natural-person, or fixed-number rule. Manager remains until a successor is chosen unless earlier resignation, removal, death, or entity termination occurs (§§ 183.0102(9), (15), 183.0407(3)(d)-(e)) |
Consent of a majority of members' transferable interests may remove a manager at any time without notice or cause. Default no-meeting action requires all members' signed written consents; the operating agreement may vary the process within § 183.0105 (§§ 183.0407(3)(d), (4), 183.0105) |
Section 183.0407 recognizes resignation as ending the holdover but states no general manager-resignation writing, delivery recipient, advance period, acceptance condition, or future-effective rule. The operating agreement supplies any such terms; the members may choose a successor at any time (§§ 183.0105(1)-(2), 183.0407(3)(d)) |
Same majority-of-transferable-interests rule permits a successor at any time. Incumbent holds over until a successor unless resignation, removal, death, or entity termination occurs. Chapter 183 states no separate ordinary manager-vacancy or incapacity procedure; member-dissociation events matter to a member-manager (§§ 183.0407(3)(d)-(e), 183.0602) |
Dissociation of a member-manager removes that person as manager; ceasing to be manager alone does not dissociate the member. No prompt manager-change filing is stated. The next annual report names at least one current manager; an existing statement of authority may be amended/canceled and separately affects third-party authority (§§ 183.0212, 183.0302, 183.0407(3)(e)) |
Cessation does not discharge debts, obligations, or liabilities to the company or members incurred while manager, while status alone does not create personal liability for company debt. Statement-of-authority effects, duties, indemnification, contract/employment rights, member expulsion, and judicial dissolution remain separate (§§ 183.0302, 183.0304, 183.0407(3)(f), 183.0408-.0409, 183.0602, 183.0701) |
| Wyoming verified 2026-08-30 | Wyoming Limited Liability Company Act, Wyo. Stat. Title 17, ch. 29; ordinary domestic manager-managed LLC and its manager, not a member, organizer, registered agent, employee, officer, transferee, series/DAO/professional/foreign LLC, wind-up actor, or disputed authority outcome (§§ 17-29-101-.102, -407) |
Member-managed unless articles or operating agreement expressly selects manager management or similar words. Either document may vary appointment, removal, resignation, term, and vacancy defaults; agreement governs manager rights/duties within § 17-29-110's limits and controls internally over conflicting filing (§§ 17-29-110, -112, -407(a), (c)) |
Member majority may choose manager anytime. Post-6/30/2010 LLC: per-capita majority. Pre-7/1/2010 LLC: >50% membership interests by adjusted capital contributions unless agreement/articles change it. Action may occur without meeting; signed record only to appoint proxy/agent (§§ 17-29-102(a)(xxv), -407(c)(v), (d)) |
Manager may be member or nonmember and may be nonindividual; one or multiple managers may serve and each has equal management rights. No express age, residency, licensing, number cap, or fixed term; incumbent remains until successor chosen unless earlier listed endpoint (§§ 17-29-102(a)(x), -407(c)(ii)-(vi)) |
Same formation-date-sensitive member majority removes manager at any time without notice or cause. Act states no separate acceptance, meeting, event-filing, or effective-time condition; articles/agreement may vary process (§§ 17-29-102(a)(xxv), -407(c)(v), (d)) |
Section 17-29-407 recognizes resignation as ending holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date/event, or advance-successor procedure. Articles, agreement, and other applicable agreements supply mechanics (§§ 17-29-110, -407(c)(v)) |
Incumbent remains until successor chosen unless earlier resignation, removal, individual death, or nonindividual termination. Applicable member majority may choose successor anytime; Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 17-29-407(c)(v)) |
Member-manager dissociation removes manager; manager cessation alone does not dissociate membership. Mandatory articles and annual report omit managers, so no general manager-change filing; optional authority statement affects outsiders, not internal office (§§ 17-29-201, -209, -302, -407(c)(vi), -602-.603) |
Manager cessation does not discharge debts, obligations, or liabilities to company/members incurred while manager; status alone creates no company-debt liability. Authority statements, indemnification, duties, employment/contracts, improper distributions, member judicial expulsion, dissolution, and winding up remain separate (§§ 17-29-302, -304, -406-.409, -407(c)(vii), -602, -701-.702) |
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