LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Delaware

At a glance

Requirements one by one

The LLC agreement creates and ends manager office

Under 6 Del. C. § 18-101(9), (12), and (14), the agreement may be written, oral, or implied, a manager is a person named or designated under the LLC agreement or similar formation instrument. Section 18-402 makes the agreement the source for choosing the manager, assigning offices and responsibilities, and deciding when status ceases. It supplies no fallback appointment, removal, or replacement actor or vote.

The agreement may be written, oral, or implied and must exist before, at, or after certificate filing. The certificate itself is minimal under § 18-201: it need not state manager management or identify a manager.

Eligibility, number, term, and vacancy are agreement questions

The manager may be a member or nonmember, and Delaware's person definition includes natural persons and many forms of entity. The Act permits more than one manager but states no default qualification, number, fixed term, successor qualification, holdover, death, incapacity, entity-termination, disqualification, vacancy, or remaining-manager filler.

6 Del. C. § 18-403 keeps capacities separate when a person is both member and manager. Ending manager status therefore does not itself end membership, and ending membership does not necessarily end a nonmember-eligible manager role.

Written notice preserves a manager's power to resign

Section 18-602 first follows the agreement's resignation times, events, and procedure and even permits the agreement to deny a right to resign. But the same section then creates an override: notwithstanding that denial, a manager may resign at any time by written notice to the members and other managers.

The resignation needs no acceptance or public filing under that section. If it violates the agreement, the LLC may recover breach damages and offset those damages against an amount otherwise distributable to the resigning manager. That consequence is not a basis to treat a nonconforming resignation as ineffective.

Internal records, public filings, and judicial contests differ

6 Del. C. § 18-305(h) requires a current internal record of every member's and manager's name and last known address. The minimal certificate does not create a parallel manager roster, and Chapter 18 states no event-driven manager-change filing for an ordinary LLC.

Under § 18-110, a member or manager may ask the Court of Chancery to decide a contested admission, election, appointment, removal, resignation, or right to serve. That adjudication route does not replace the agreement's internal selection and cessation process.

Ending office does not settle authority or liability

6 Del. C. § 18-303 protects a manager from company debts solely because of manager status but permits an agreement-based assumption of liability. Section 18-402 separately gives each manager authority to bind the LLC unless the agreement provides otherwise.

6 Del. C. § 18-1101 lets the agreement broadly alter duties and liability while preserving the implied contractual covenant and liability for its bad-faith breach. Delegation, employment and compensation contracts, accrued obligations, indemnification, transaction authority, Court of Chancery relief, and judicial dissolution remain separate questions a manager change does not decide.

What trips people up

• There is no statutory majority fallback. The agreement must identify who selects, removes, and replaces a manager and by what threshold.
• An agreement cannot make resignation literally impossible. Written notice to the members and other managers preserves the statutory power, although a breach can create damages and an offset.
• Manager and member are separate capacities. One can end without the other unless the agreement links them.
• The certificate is not a manager roster. Delaware keeps manager identity in the agreement and internal company records rather than requiring it in the minimal formation certificate.

Common questions

Must a Delaware manager be a member or individual?

No. A manager may be a nonmember, and the Act's person definition includes natural persons and entities.

Who removes a Delaware LLC manager?

The LLC agreement must say. Chapter 18 supplies no default removal actor, vote, cause requirement, or procedure.

May the agreement forbid manager resignation?

It may say the manager has no right to resign, but § 18-602 still permits resignation at any time by written notice to the members and other managers. A breach may support damages and an offset.

Must a manager change be filed with the Secretary of State?

Chapter 18 does not require an ordinary LLC's certificate to identify managers or prescribe an event-driven manager-change filing. The internal manager record must remain current.

Statutes and sources

• 6 Del. C. §§ 18-101, -201, and -305 — agreement, manager and person definitions; minimal certificate; agreement timing; and manager records. Official Subchapter I (accessed August 29, 2026).
• 6 Del. C. §§ 18-402 to -403 and -602 — manager choice, office, responsibility, cessation, multiple managers, separate member capacity, and resignation. Official § 18-402 and § 18-602 (accessed August 29, 2026).
• 6 Del. C. §§ 18-110, -303, and -1101 — contested manager proceedings, status-only debt protection, assumed liability, contract freedom, duties, exculpation, and the implied-covenant floor. Official § 18-110 (accessed August 29, 2026).