LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in District of Columbia

At a glance

Requirements one by one

The operating agreement selects manager management

Under D.C. Code § 29-804.07(a), an LLC is member-managed unless the operating agreement says it is manager-managed, managed by managers, vested in managers, or uses similar words. § 29-801.07 makes the agreement the primary source for manager rights, duties, and company activities, with Chapter 8 supplying defaults and mandatory limits.

§ 29-801.02 defines a manager by the management functions assigned under the operating agreement and § 29-804.07(c).

A majority of members chooses and removes

Under § 29-804.07(c)(5), consent of a majority of members may choose a manager at any time. The denominator is member headcount, not distribution, profit, contribution, or ownership percentage.

The same majority may remove a manager at any time “without notice or cause.” The Act states no separate acceptance, public-filing, or effective-time step. Member consent may occur without a meeting; a proxy or agent appointment must be in a signed appointing record.

Nonmembers and entities may serve and hold over

The Act defines manager as a “person,” and § 29-101.02(34) includes individuals and entities. A manager need not be a member. One manager decides alone; multiple managers have equal management rights and a majority resolves ordinary-course differences.

The incumbent remains manager until a successor is chosen unless the manager earlier resigns, is removed, or dies, or a nonindividual manager terminates. The Act states no age, residency, licensing, number cap, or fixed term.

Resignation is recognized but not proceduralized

Section 29-804.07 recognizes resignation as an event ending the holdover but states no general manager-resignation form, signature, delivery recipient, advance-notice period, acceptance condition, filing, future date or event, or advance-successor procedure. The operating agreement and other applicable agreements supply those mechanics.

The same member majority may choose a successor at any time. The Act states no separate manager-vacancy rule for incapacity or disqualification and gives no ordinary vacancy-filling power to a remaining manager.

Member dissociation and public filings are separate

Section 29-804.07(c)(6) answers both internal-status directions. A member's dissociation removes that person as manager. Manager cessation does not by itself dissociate membership. § 29-806.02 and § 29-806.03 separately govern member-dissociation events and consequences.

The biennial report under § 29-102.11 names at least one “governor.” Under § 29-101.02(18)(E), that means a manager for a manager-managed LLC. If the reported governor, ownership, or control information later changes, the LLC must file a statement of correction. A manager change does not require every manager to appear; the report requires at least one.

An optional statement of authority under § 29-803.02 may state or limit a position's or person's power to bind the LLC. It affects outsiders, not the internal act that appoints or removes a manager.

Ending office does not erase prior obligations

Section 29-804.07(c)(7) says ceasing to be manager does not discharge a debt, obligation, or liability to the company or members incurred while manager. Separately, § 29-803.04 protects a manager from company obligations solely because the person acts as manager.

§ 29-804.08 and § 29-804.09 govern reimbursement, indemnification, advancement, insurance, and manager duties. Employment and service contracts, compensation, transaction authority, improper distributions, member judicial expulsion, dissolution, and winding up remain distinct questions that ending manager office does not decide.

What trips people up

• The default is member headcount. Do not substitute ownership or economic percentages for a majority of the members.
• Removal needs neither notice nor cause by default. The agreement and separate contracts can still add process or consequences.
• A governor report is not the appointment. Governor means manager here, but the report needs only one and the member consent creates the office.
• A reported-information change requires correction. Do not wait for the next biennial cycle when the information already on file changes.

Common questions

May a D.C. LLC manager be a nonmember entity?

Yes. A manager need not be a member, and the general person definition includes individuals and entities.

May members remove a manager without notice or cause?

Yes under the statutory default. Consent of a majority of members may remove a manager at any time without notice or cause.

Does D.C. prescribe a manager resignation form?

No general form, delivery recipient, notice period, acceptance rule, or filing appears in current Chapter 8. The operating agreement should supply the procedure.

Must every manager appear in the biennial report?

No. The report must name at least one governor, which means a manager here, and a correction is required if the reported information later changes.

Statutes and sources

• D.C. Code §§ 29-101.02, 29-801.02, 29-801.07, and 29-804.07 — manager, member, governor, and person definitions; agreement control; management form; appointment; removal; holdover; resignation; eligibility; dissociation; continuing liability; no-meeting action; and proxy. Official § 29-804.07 (accessed August 30, 2026).
• D.C. Code §§ 29-102.11 and 29-803.02 — biennial governor disclosure, changed-information correction, and optional outsider authority statements. Official § 29-102.11 (accessed August 30, 2026).
• D.C. Code §§ 29-803.04, 29-804.08 to -804.09, and 29-806.02 to -806.03 — status-only liability, reimbursement, indemnification, duties, and member dissociation. Official Chapter 29-8 (accessed August 30, 2026).