LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Alabama
At a glance
| Governing law, entity, manager, member, and scope | 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 |
|---|---|
| Manager-managed election and operating-agreement override | 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) |
| Appointment actor, threshold, and record | 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)) |
| Eligibility, number, and term | 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)) |
| Removal actor, threshold, notice, cause, and timing | 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) |
| Resignation, acceptance, timing, and successor | 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) |
| Vacancy, successor, holdover, death, and incapacity | 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) |
| Member-manager status, dissociation, and filings | 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) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | 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)) |
Requirements one by one
Alabama makes the governance choice in the LLC agreement
The Alabama Limited Liability Company Law is identified in § 10A-5A-1.01. Under § 10A-5A-4.07(a), the LLC agreement may place direction and oversight with the members, one or more managers, or another governance structure. If the agreement does not say who directs and oversees the company, subsection (b) defaults to the members rather than managers.
The agreement may be written, oral, or implied. Under § 10A-5A-1.05, Alabama law governs the internal affairs and member and agent authority. Under § 10A-5A-1.08, the agreement governs the member-company relationship and can expand, restrict, or eliminate many duties and liabilities in a written agreement, but it cannot eliminate the implied contractual covenant of good faith and fair dealing or cross the other listed mandatory limits.
Appointment and removal are document-created processes
Chapter 5A authorizes one or more managers but does not say who selects, appoints, elects, removes, or replaces them. It supplies no member headcount, economic-interest, class-vote, manager-vote, cause, notice, meeting, consent, writing, signature, or record default for those actions. The LLC agreement must create the complete process.
Section 10A-5A-4.07(c) allows any statutorily required member consent without a meeting and allows a signed proxy appointment. That general member- consent mechanic does not itself create a manager appointment or removal vote where Chapter 5A prescribes none.
Eligibility, term, resignation, and vacancy also come from the agreement
The Act says the agreement may use “one or more managers” or another governance structure. It does not define manager or impose membership, natural-person, age, residency, licensing, number, fixed-term, or holdover requirements. Title 10A's general definitions treat the persons with direction and oversight as the governing authority and define person to include individuals and entities.
Chapter 5A likewise states no manager-resignation form, delivery recipient, advance period, acceptance rule, effective-time rule, successor-selection rule, or vacancy process for removal, death, incapacity, entity termination, disqualification, or term expiration. Those are LLC-agreement terms.
Dissociation ends participation, while filings omit managers
Under § 10A-5A-6.03, a dissociated member has no right to participate in the company's direction and oversight. That ends any participation right held as a member, but Chapter 5A does not separately say that an agreement-created manager title is automatically vacant. The agreement should coordinate the member and manager capacities. Conversely, manager cessation is not listed as a member-dissociation event in § 10A-5A-6.02.
Section 10A-5A-2.01 requires the certificate of formation to state the name, registered office and agent, and that the company has at least one member. It does not require a management election or manager identity, and it says filing is not notice of optional facts. Chapter 5A therefore creates no event-driven manager-change filing.
Duties end prospectively, not retroactively
Section 10A-5A-4.08(h) says that when a person's direction-and-oversight authority terminates, the person's duties terminate except for matters arising and events occurring before termination. Section 10A-5A-6.03(b) similarly preserves duties, debts, obligations, and liabilities incurred while a member after member dissociation.
Member-status liability under § 10A-5A-3.01, agency authority under § 10A-5A-3.02, agreement-based duty and liability provisions, employment or service contracts, compensation, member expulsion, and judicial dissolution under § 10A-5A-7.01 remain separate. Ending a manager's authority does not by itself decide those layers.
What trips people up
- There is no statutory majority-manager-change vote. A majority of members is the default for ordinary-course member-managed matters, not a default appointment or removal threshold for an agreement-created manager.
- The certificate is not the management election. It need not identify managers or state who directs and oversees the LLC.
- An oral or implied agreement can matter. The statutory definition is not limited to one signed operating document.
- Dissociation and manager title require careful coordination. The statute ends a dissociated member's participation right but leaves the agreement to address any separately named manager office.
Common questions
Must an Alabama LLC manager be a member or an individual?
Chapter 5A imposes neither requirement. It permits one or more managers, and title 10A's general person definition includes both individuals and entities; the LLC agreement should state the intended eligibility rules.
May a majority of members remove a manager by default?
No manager-removal threshold appears in Chapter 5A. A majority rule applies only if the LLC agreement or another applicable provision makes it the rule for that manager change.
Does Alabama provide a statutory manager resignation form?
No. Chapter 5A states no manager-resignation form, delivery, acceptance, notice-period, filing, or effective-time process. The LLC agreement must supply those mechanics.
Must a manager change be filed with the Secretary of State?
Not under Chapter 5A's formation-certificate rules. The required certificate fields omit both the management structure and manager identities.
Statutes and sources
- Ala. Code §§ 10A-1-1.03 and 10A-5A-1.01-.02, -1.05, and -1.08 — governing-authority and person definitions; Alabama LLC Law; agreement definition, governing law, hierarchy, and mandatory limits. Official ALISON code endpoint (accessed August 29, 2026).
- Ala. Code §§ 10A-5A-2.01, -3.01-.02, and -4.07-.08 — certificate fields, member-status liability, authority to bind, agreement-selected governance, member-consent mechanics, duties, and termination of duties. Official ALISON code endpoint (accessed August 29, 2026).
- Ala. Code §§ 10A-5A-6.01-.03 and -7.01 — member dissociation, its effect on direction and oversight and prior liabilities, and judicial-dissolution boundaries. Official ALISON code endpoint (accessed August 29, 2026).
Source links
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