LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in California
At a glance
| Governing law, entity, manager, member, and scope | 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) |
|---|---|
| Manager-managed election and operating-agreement override | 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)) |
| Appointment actor, threshold, and record | 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)) |
| Eligibility, number, and term | 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)) |
| Removal actor, threshold, notice, cause, and timing | 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)) |
| Resignation, acceptance, timing, and successor | 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)) |
| Vacancy, successor, holdover, death, and incapacity | 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)) |
| Member-manager status, dissociation, and filings | 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)) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | 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)) |
Requirements one by one
Start with the articles and operating agreement
Corporations Code § 17704.07(a) makes a California LLC member-managed unless its articles contain the manager-managed statement required by § 17702.01(b)(5)-(6). If only one manager will manage, paragraph (6) requires the articles to say that too. Those filed statements choose the management model; they do not by themselves identify or appoint the manager.
The operating agreement is the next layer. The definitions used here appear in §§ 17701.02(l)-(n), (v), and (ac), while § 17701.10(a)-(b) makes the agreement the source for a manager's rights and duties and uses the Act only to fill gaps. Some statutory provisions may be varied only by a written operating agreement, so a company should not assume an oral practice changed every voting, notice, or record rule.
Appointment uses a profit-interest majority by default
Section 17704.07(c)(5) permits a manager to be chosen at any time by consent of a “majority of the members.” That phrase is not a headcount default. Section 17701.02(m) defines it, unless the operating agreement says otherwise, as more than 50 percent of the membership interests in current profits. Section 17704.07(r) permits the articles or a written operating agreement to use a per- capita, financial-interest, class, group, or other basis.
The action record depends on how the members act. At a meeting, § 17704.07(h)(1) generally requires 10-to-60-day written notice stating the general nature of the business. Without a meeting, subsection (n) requires a signed written consent delivered to the LLC within 60 days of the record date; a less-than-unanimous ordinary action receives prompt notice to nonconsenting members unless all consents were solicited in writing.
A manager may be a nonmember or an entity and holds over by default
Section 17704.07(c)(6) expressly says a manager need not be a member. The definition of “person” in § 17701.02(v) reaches individuals and multiple entity forms, so an entity can occupy the office. The articles separately disclose whether the company uses only one manager.
The default is successor-based holdover. Under § 17704.07(c)(5), the manager remains until a successor is chosen unless the manager earlier resigns, is removed, or dies, or a nonindividual manager terminates. The statute states no separate fixed term.
Removal needs no cause but follows the member-action procedure
The same default profit-interest majority may remove a manager at any time without cause. Section 17704.07(c)(5) preserves any rights under a service contract, so removal from statutory office does not by itself decide an employment, compensation, or contract claim.
California does not add a special manager-removal notice sentence. A removal at a meeting therefore uses the general meeting notice rule, while a removal by written consent uses subsection (n)'s signed-delivery and nonconsenter-notice mechanics. Review any valid governing-document variation before counting the vote or selecting the procedure.
Resignation and vacancy are agreement-sensitive
Section 17704.07(c)(5) names resignation as an event that ends the manager's holdover, but it does not supply a separate statewide manager-resignation form, delivery recipient, acceptance condition, or future-effective mechanism. Those details may come from the operating agreement or another applicable agreement.
The Act likewise does not create a separate general vacancy-filling section. The same majority may choose a manager at any time, and the incumbent otherwise holds over until a successor is chosen. Death and termination of an entity manager are listed; incapacity is not separately listed in this default. Do not declare a vacancy or effective resignation without reading the agreement and the complete event record.
Member status, manager status, and public reporting are different layers
Under § 17704.07(c)(6), dissociation of a person who is both member and manager automatically removes that person as manager. The reverse is not automatic: ceasing to be manager “does not by itself” dissociate the person as a member.
California's Statement of Information identifies the managers and their addresses under § 17702.09(a)(5). Subsection (d) says the LLC may file a current statement when that information changes, while using mandatory language for an agent change. The ordinary biennial statement still comes due on its own schedule. A public report update and the internal act that ends or creates manager office are therefore separate events.
Cessation does not erase liability or automatically settle authority
Section 17704.07(c)(7) preserves any debt, obligation, or other liability to the LLC or members incurred while the person was manager. Under § 17703.01(b)-(c), the Act separately makes each manager an agent for usual company business, subject to actual knowledge of a lack or restriction of authority. Those third-party rules require their own analysis when a manager changes.
Under § 17704.09(f), the Act's loyalty and care duties apply to managers of a manager-managed LLC, and § 17704.07 preserves service-contract rights. This survey reports those boundaries but does not decide fiduciary liability, indemnification, employment rights, apparent authority, or judicial relief.
What trips people up
- “Majority of members” ordinarily means more than 50 percent of current profit interests, not one person per vote.
- Articles elect the manager-managed structure; they do not automatically appoint or remove the named human or entity.
- Removing a manager does not by itself end that person's membership, service contract, or liabilities incurred while manager.
- A changed manager roster can justify a current Statement of Information, but the internal manager action and the public report are not the same legal act.
Common questions
Must a California LLC manager be a member?
No. Section 17704.07(c)(6) expressly says a person need not be a member to be a manager, and § 17701.02(v)'s definition of person includes entities.
Can members remove a manager without proving cause?
Yes under the statutory default. The required consent is the applicable majority-of-members vote, and service-contract rights remain separate.
Does removing a member-manager also end membership?
Not by itself. Section 17704.07(c)(6) makes member dissociation end manager status, but says ceasing to be manager does not itself dissociate the person as a member.
Is a resignation filing required with the Secretary of State?
The surveyed manager section states no standalone resignation filing. The Statement of Information reports the manager roster and may be updated when that information changes; governing documents and other authority records may require separate attention.
Statutes and sources
- Cal. Corp. Code §§ 17701.02, 17701.10, 17704.07, and 17704.09 — manager, majority, person, and vote definitions; agreement hierarchy; appointment, removal, holdover, dissociation, continuing liability, member-action procedure, and fiduciary boundary. Official authenticated 2015 AB 506, chapter 775 (accessed August 29, 2026).
- Cal. Corp. Code § 17702.01 — manager-managed and one-manager statements in the articles. Official authenticated 2022 SB 1202 (accessed August 29, 2026 through legalresearch).
- Cal. Corp. Code § 17702.09 — manager names and addresses in the Statement of Information and permissive current updates. Official authenticated 2022 AB 2431 (accessed August 29, 2026 through legalresearch).
- Cal. Corp. Code § 17703.01 — member and manager agency boundary. Official chaptered 2012 SB 323 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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