LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Florida
At a glance
| Governing law, entity, manager, member, and scope | Florida Revised LLC Act, Chapter 605; ordinary domestic manager-managed LLC and statutory manager office, not a protected-series manager, officer, employee, disputed fiduciary outcome, or judicial-expulsion matter (§§ 605.0102, 605.0407-.04074) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless the operating agreement or articles expressly use manager-managed language or similar import; 'managing member' alone is insufficient. Operating agreement governs manager rights/duties and internal affairs, but cannot vary Department filing procedures (§§ 605.0105, 605.0407(1)) |
| Appointment actor, threshold, and record | Manager may be chosen at any time by members holding more than 50% of current profit interests. No-meeting member action must be approved in a record at the meeting threshold, with notice to nonconsenters/nonvoters within 10 days (§§ 605.0102(37), 605.04072(1), 605.04073(4)) |
| Eligibility, number, and term | Manager need not be a member and may be an individual or another legal/commercial entity. Articles may name one or more managers. Manager continues until successor chosen unless earlier resignation, removal, death, or nonindividual termination (§§ 605.0102(38), (48), 605.0201(3)(b), 605.04072(2)-(3)) |
| Removal actor, threshold, notice, cause, and timing | Members holding more than 50% of current profit interests may remove a manager at any time without notice or cause. If members act without a meeting, the approval is in a record and post-action notice is due within 10 days to nonconsenters/nonvoters (§§ 605.04072(4), 605.04073(4)) |
| Resignation, acceptance, timing, and successor | Manager may resign before successor choice. Optional filed statement must name/sign, state the past or future resignation date, and state the LLC was notified in writing; no Department filing is stated as a condition of internal resignation, but filing terminates authority (§§ 605.0216(2), 605.0302(11), 605.04072(3)) |
| Vacancy, successor, holdover, death, and incapacity | No separate general vacancy section: the same profit-interest majority may choose a manager at any time, while the incumbent holds until successor unless resignation, removal, death, or entity termination occurs. Incapacity is not separately listed (§ 605.04072(1), (3)) |
| Member-manager status, dissociation, and filings | Dissociation of a member-manager removes manager status; ceasing manager status alone does not dissociate membership. Articles may declare manager-management/name managers; annual report names at least one person with management authority; optional resignation filing terminates filer authority (§§ 605.0201(3), 605.0212(1)(e), 605.0216(2), 605.0302(11), 605.04072(5)-(6)) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Cessation does not discharge debts, obligations, or liabilities to the LLC/members incurred while manager. Manager agency, statements of authority, fiduciary duties, indemnification, and employment/contract claims remain separate (§§ 605.0301-.0304, 605.04072(7), 605.04074, 605.0408-.04091) |
Requirements one by one
Manager-managed status can come from the agreement or articles
The relevant definitions are in §§ 605.0102(37)-(39), (48). Florida Statutes § 605.0407(1) makes an LLC member-managed unless the operating agreement or articles say manager-managed, managed by managers, vested in managers, or use similar words. “Managing member” alone does not necessarily make that election. The articles may also name and address one or more managers under § 605.0201(3)(b).
Section 605.0105 makes the operating agreement the primary source for manager rights and duties and uses the Act as the gap-filler. The agreement cannot vary Department filing procedures, so private terms cannot rewrite the content or effect of a filed manager-resignation statement.
Appointment and removal are weighted by current profit interests
Section 605.04072(1) permits a manager to be chosen at any time by members holding more than 50 percent of the current profit interests owned by all members. That is an economic-interest threshold, not a headcount majority.
The same threshold may remove a manager at any time “without notice or cause” under subsection (4). Manager voting is addressed in § 605.04073(2), while member no-meeting action is addressed in § 605.04073(4). The latter requires approval in a record at the meeting threshold and notice within 10 days to members who did not consent in writing or were not entitled to vote.
A manager may be a nonmember or an entity and holds over by default
Section 605.04072(2) says a manager need not be a member. Section 605.0102(48) defines “person” broadly enough to include individuals and multiple legal and commercial entities. The articles may name one or more managers.
Under § 605.04072(3), a chosen manager continues until a successor is chosen unless the manager earlier resigns, is removed, or dies, or a nonindividual manager terminates. The section states no separate fixed term.
Florida supplies an optional public resignation filing
Internal resignation is one event listed in § 605.04072(3). The filing and authority provisions are §§ 605.0216(2) and 605.0302(11). Section 605.0216(2) permits—but does not require—the manager to file a statement of resignation with the Department. The statement names the LLC, gives the manager's name and signature, states the date the manager resigned or will resign, and states that the LLC has been notified in writing.
The filing has a direct statutory consequence: § 605.0302(11) says it terminates the authority of the person who filed it. Because the statement may use a future resignation date but filing itself terminates authority, the internal effective date, delivery to the company, and filing timing must be reviewed separately.
Succession is express, but there is no separate vacancy section
The core lifecycle provisions are §§ 605.0407 and 605.04072. Florida does not create a separate ordinary manager-vacancy procedure. The same profit-interest majority may choose a manager at any time, and the incumbent holds over until a successor is chosen unless an earlier listed event occurs. Death and termination of a nonindividual manager are listed; incapacity is not.
Member dissociation and manager cessation run in only one automatic direction
Section 605.04072(5) says dissociation of a member-manager removes that person as manager. Subsection (6) rejects the reverse: ceasing to be manager does not by itself dissociate the person as member.
The public-record provisions are §§ 605.0201(3) and 605.0212(1)-(2). Articles may declare manager-management and name managers; the annual report must identify at least one person with authority to manage; and an optional resignation statement terminates the filer's authority. None of those records should be mistaken for the complete private manager roster or operating agreement.
Prior liabilities and third-party authority survive as separate questions
The boundary provisions in §§ 605.04074(2)-(3), 605.0408, and 605.04091 address agency, indemnification, and duties. Section 605.04072(7) states that ceasing to be manager does not discharge any debt, obligation, or other liability to the LLC or members incurred while manager. Section 605.04074 separately governs ordinary-course agency, and § 605.0302 allows authority statements whose effects may reach nonmembers and recorded real-property transactions.
Sections 605.0408 and 605.04091 separately address indemnification and fiduciary duties. A resignation or removal therefore does not itself decide an employment contract, indemnification entitlement, fiduciary claim, prior debt, or whether a particular transaction remains binding.
What trips people up
- Florida measures the default member threshold by current profit interests, not by number of members.
- Removal is expressly without notice or cause, but a less-than-unanimous no- meeting action still triggers the 10-day post-action notice rule.
- A resignation statement is optional, yet filing it terminates the filer's authority even when the stated resignation date is future.
- Member dissociation ends manager office automatically; ending manager office does not automatically end membership.
Common questions
Must a Florida LLC manager be a member?
No. Section 605.04072(2) expressly says otherwise.
Can members remove a manager without cause or advance notice?
Yes under the statutory default, using members holding more than 50 percent of current profit interests. No-meeting action has its own record and post-action notice requirements.
Must a resigning manager file with the Department of State?
Section 605.0216(2) says the manager may file. If filed, the statement must include the statutory information and § 605.0302(11) terminates the filer's authority.
Does a member-manager remain a manager after dissociation as a member?
No. Section 605.04072(5) automatically removes that person as manager.
Statutes and sources
- Fla. Stat. §§ 605.0102, 605.0105, 605.0201, 605.0212, 605.0216, 605.0301-.0304, and 605.0407-.04091 — definitions, agreement hierarchy, articles and annual reports, resignation statement, authority, selection, removal, holdover, dissociation, continuing liability, voting, agency, indemnification, and duties. Official current 2026 Chapter 605 (accessed August 29, 2026).
Source links
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