LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Arkansas
At a glance
| Governing law, entity, manager, member, and scope | 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) |
|---|---|
| Manager-managed election and operating-agreement override | 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)) |
| Appointment actor, threshold, and record | 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)) |
| Eligibility, number, and term | 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)) |
| Removal actor, threshold, notice, cause, and timing | 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)) |
| Resignation, acceptance, timing, and successor | 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)) |
| Vacancy, successor, holdover, death, and incapacity | 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)) |
| Member-manager status, dissociation, and filings | 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) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | 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) |
Requirements one by one
The operating agreement elects manager management
Under Ark. Code § 4-38-407(a), an LLC is member-managed unless its operating agreement expressly says it is manager-managed, managed by managers, vested in managers, or uses similar words. The certificate of organization does not have to make that election or identify managers.
Section 4-38-105 makes the operating agreement the primary source for manager relations, rights, duties, company activities, vote or consent requirements, and amendment mechanics. It may vary most statutory defaults, subject to its mandatory filing, duty, good-faith, liability, information, action, and dissolution limits.
Appointment and removal use member headcount
Under § 4-38-407(c)(4), an affirmative majority of the members may choose a manager at any time. The denominator is members, not profit, contribution, distribution, or transferable-interest percentages.
The same majority may remove a manager at any time “without notice or cause.” Chapter 38 states no separate acceptance, filing, or effective-time condition. Under subsection (d), the members may act without a meeting, and a member may appoint a proxy or agent by signing an appointing record.
Nonmembers and entities may serve and hold over
Section 4-38-407(c)(5) says a manager need not be a member. The Act's definition of person includes individuals and a broad range of legal and commercial entities. One manager decides alone; if multiple managers serve, they have equal management rights and a majority decides ordinary matters.
The incumbent remains manager until a successor is chosen unless the manager earlier resigns, is removed, dies, or, if not an individual, terminates. The Act states no age, residency, licensing, fixed-term, or manager-number limit.
Resignation is recognized but not proceduralized
Section 4-38-407 names resignation as an event ending the statutory holdover, but the Act supplies no general manager-resignation form, signature, recipient, advance period, acceptance requirement, future-effective date or event, or advance-successor procedure. Any additional mechanics come from the operating agreement and other applicable agreements.
Arkansas likewise has no separate ordinary vacancy code. The same member majority may choose a successor at any time, while the holdover rule identifies resignation, removal, individual death, and entity termination as earlier endpoints. Incapacity and disqualification are not separately listed.
Member dissociation and public reporting are separate
If a manager is also a member, member dissociation automatically removes that person as manager under § 4-38-407(c)(5). The reverse is not automatic: ceasing to be manager does not by itself dissociate membership. Sections 4-38-602 and 4-38-603 separately define member-dissociation events and effects.
The certificate's mandatory fields omit management and manager identities. The annual report must name at least one manager in a manager-managed LLC and be current when signed, but Chapter 38 does not prescribe an event-driven manager-change filing. A certificate statement also is not itself a statement of authority.
Ending office does not erase prior obligations
Section 4-38-407(c)(6) says ceasing to be manager does not discharge a debt, obligation, or liability to the company or members incurred while manager. Separately, § 4-38-304 protects a manager from personal liability for company obligations solely by reason of manager status.
Sections 4-38-408 and 4-38-409 govern reimbursement, indemnification, advancement, insurance, and manager duties. Employment and service contracts, compensation, authority for a transaction, member judicial expulsion, circuit- court dissolution, and winding up remain distinct issues that ending manager office does not decide.
What trips people up
- Arkansas uses member headcount. Do not substitute a profit-interest or ownership percentage for the statutory majority of members.
- Removal needs neither notice nor cause under the default. The operating agreement and separate contracts still require review.
- Resignation has no statutory form. The statute recognizes the event but leaves its procedure to the governing documents.
- The annual report is not an appointment filing. It reports at least one manager but does not create the internal office.
Common questions
Must an Arkansas LLC manager be a member or an individual?
No. A manager need not be a member, and the Act's person definition includes individuals and entities.
May members remove a manager without notice or cause?
Yes under the statutory default. An affirmative majority of the members may remove a manager at any time without notice or cause.
Does Arkansas prescribe a manager resignation form?
No general form, delivery recipient, acceptance rule, or notice period appears in the Act. The operating agreement should supply any procedure.
Does ending manager office end membership?
No. Ending manager office alone does not dissociate membership. But if a member-manager first dissociates as a member, that event automatically removes the person as manager.
Statutes and sources
- Ark. Code §§ 4-38-101-.105 and -407 — Act, definitions, governing law, operating-agreement hierarchy, management election, appointment, removal, holdover, resignation, eligibility, dissociation, continuing liability, no-meeting action, and proxy. Official 2021 Act 1041 (accessed August 29, 2026).
- Ark. Code §§ 4-38-201-.202 and -212 — certificate contents, amendment of inaccurate certificate information, annual-report manager field, and current- when-signed rule. Official 2021 Act 1041 (accessed August 29, 2026).
- Ark. Code §§ 4-38-304 and -408 to -409 — status-based liability, reimbursement, indemnification, advancement, insurance, and duties. Official 2021 Act 1041 (accessed August 29, 2026).
- Ark. Code §§ 4-38-602 to -603 and -701 — member dissociation, surviving member liabilities, judicial expulsion, and dissolution boundaries. Official 2021 Act 1041 (accessed August 29, 2026).
Source links
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