LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Georgia
At a glance
| Governing law, entity, manager, member, and scope | Georgia Limited Liability Company Act, O.C.G.A. Ch. 14-11; ordinary domestic manager-managed LLC and statutory manager office, not a disputed employment, agency, fiduciary, judicial-remedy, professional-company, transaction-authority, or dissolution matter (§§ 14-11-101, 14-11-304) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless the articles or a written operating agreement vest management in one or more managers. Those documents may allocate manager authority and vary the lifecycle defaults, subject to statutory liability floors (§§ 14-11-204(b), 14-11-304, 14-11-305) |
| Appointment actor, threshold, and record | Unless the articles or written operating agreement provide otherwise, approval of more than half of the members by number designates, appoints, elects, removes, or replaces a manager. At a meeting, members receive at least 2 days' notice. No-meeting action defaults to unanimity unless the documents authorize the minimum threshold; signed written consents go into company records and nonparticipants receive notice within 10 days (§§ 14-11-304(b)(1), 14-11-309, 14-11-310(b)) |
| Eligibility, number, and term | A manager need not be a member or natural person, so an entity may serve. One or more managers are permitted; no fixed term is supplied. A manager holds until a successor is elected and qualified unless earlier removed or resigned (§ 14-11-304(b)) |
| Removal actor, threshold, notice, cause, and timing | Unless the articles or written agreement provide otherwise, more than half of members by number approve removal or replacement. The Act states no special cause condition or effective-time formula. Meeting action has at least 2 days' notice; default written action is unanimous unless the documents permit the minimum threshold (§§ 14-11-304(b)(1), 14-11-309, 14-11-310(b)) |
| Resignation, acceptance, timing, and successor | Section 14-11-304 recognizes resignation as ending statutory holdover but supplies no separate general writing, delivery recipient, acceptance, advance period, filing, or future-effective rule. A written operating agreement may prescribe event-triggered penalties or consequences (§ 14-11-304(b)(3), (c)) |
| Vacancy, successor, holdover, death, and incapacity | No separate ordinary vacancy procedure appears. The same member threshold replaces or appoints, and the incumbent holds until successor qualification unless earlier removal or resignation. Death, entity termination, and incapacity are not listed as manager-office events (§ 14-11-304(b)) |
| Member-manager status, dissociation, and filings | Manager and member capacities remain separate: a manager need not be a member, and modern-company membership cessation under § 14-11-601.1 does not itself end manager office; manager cessation likewise does not itself end membership. Articles may state manager-management but need not name managers, and annual registration does not request them. An articles management statement separately changes statutory agency toward outsiders (§§ 14-11-204, 14-11-301, 14-11-304(d), 14-11-601.1, 14-11-1103) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | No manager-cessation discharge rule appears. Status alone does not create personal liability for company debts or others' acts, though a written agreement may assume liability. Agency, duties and liability limits, employment and contract rights, indemnification, disputed transactions, and judicial remedies remain separate (§§ 14-11-301, 14-11-303, 14-11-305) |
Requirements one by one
Manager management requires the articles or a written agreement
Georgia's lifecycle rule is O.C.G.A. § 14-11-304. Management stays with the members unless the articles of organization or a written operating agreement vests it in one or more managers. An oral operating agreement can exist under § 14-11-101, but the management switch in § 14-11-304 expressly calls for the articles or a written agreement.
Those documents may allocate manager authority and vary appointment, removal, resignation, and consequence rules. Under § 14-11-305, Georgia permits broad duty and liability tailoring but preserves liability floors for intentional misconduct, knowing legal violations, and specified improper personal benefits.
Appointment and removal use more than half of members by number
Section 14-11-304(b)(1) requires approval of “more than one half by number of the members” to designate, appoint, elect, remove, or replace a manager, unless the articles or written agreement provide otherwise. The default is a headcount measure, not profit share, contribution, capital, or another economic interest.
A meeting and a written consent do not use identical mechanics. Under § 14-11-310(b), members receive at least 2 days' meeting notice; a majority of members forms the quorum. Section 14-11-304's specific more-than-half-of-all- members threshold still controls the manager transition.
Under § 14-11-309, no-meeting action defaults to every eligible member unless the articles or written agreement authorize action by the minimum votes needed. The action uses signed written consents delivered into company records. If the documents permit less-than-unanimous action, written notice goes to eligible nonparticipants within 10 days, although failure to give that notice does not invalidate the action.
Managers may be nonmembers or entities and hold over
Section 14-11-304(b)(2) says managers need not be members or natural persons, so an entity may serve. The same section permits one or more managers and sets no fixed statutory term.
Unless the governing documents say otherwise, a manager remains in office until a successor is elected and qualified, except for earlier removal or resignation. The default sentence does not separately list death, entity termination, incapacity, or disqualification.
Resignation is recognized but not separately formalized
Section 14-11-304(b)(3) identifies resignation as an event ending the statutory holdover. It does not prescribe a general manager-resignation writing, delivery recipient, acceptance condition, advance period, filing, or future-effective rule.
A written operating agreement can fill that gap. Section 14-11-304(c) expressly permits specified penalties or consequences for noncompliance and for events identified in the agreement.
Replacement is the default succession mechanism
Georgia has no separate ordinary manager-vacancy procedure in the surveyed provisions. The same more-than-half member threshold replaces or appoints, while the incumbent holds over until successor qualification unless earlier removed or resigned.
The statute does not supply a different actor for a death, entity termination, incapacity, disqualification, or temporary absence. Those events and any interim appointment must come from the articles, written operating agreement, or another applicable rule.
Member status, public filings, and agency are different layers
Section 14-11-304(d) treats a person who is both member and manager as holding both sets of rights, restrictions, and liabilities. Under § 14-11-601.1, cessation of membership for companies formed on or after July 1, 1999, does not state that membership cessation ends a separate manager office. Because a manager need not be a member, the two capacities do not automatically rise and fall together under these defaults.
The articles may state manager-management under § 14-11-204 but need not name the managers. Section 14-11-1103's annual registration likewise lists entity, agent, registered-office, and principal-office information rather than manager names. The Act therefore supplies no event-driven filing for a change in the individual manager.
The articles still matter to outsiders. Section 14-11-301 shifts statutory usual-business agency from members to managers only when the articles—not merely a private written agreement—state manager management. That public agency effect is separate from who internally holds manager office.
Ending office does not decide debts, duties, or contracts
Section 14-11-303 protects a manager from company debts and another actor's acts solely because of manager status, while allowing a written agreement to assume personal company liabilities. Section 14-11-305 separately governs duties and permissible liability limits, and § 14-11-301 governs agency.
Section 14-11-304 contains no special cessation discharge. Resignation, removal, or replacement therefore does not itself decide employment, compensation, contract, fiduciary, indemnification, prior-liability, transaction-authority, or judicial-remedy questions.
What trips people up
- “More than one half by number” is a member headcount threshold, not an ownership percentage.
- Default written action is unanimous unless the articles or written operating agreement authorize action by the minimum meeting threshold.
- Manager management may be created internally by a written agreement, but the statutory agency shift toward outsiders depends on an articles statement.
- The articles and annual registration do not require the identity of each manager, so a manager change has no general event-driven public filing.
- Membership cessation does not automatically end a separate manager office under the cited defaults.
Common questions
Must a Georgia LLC manager be a member or individual?
No. Section 14-11-304(b)(2) says a manager need not be a member or natural person.
Can a bare majority remove a manager by written consent?
Not under the statutory no-meeting default. Section 14-11-309 requires all eligible voters unless the articles or written operating agreement authorize action by the minimum number otherwise sufficient.
Does Georgia require cause to remove a manager?
Section 14-11-304 does not state a cause condition. The articles and written operating agreement must be checked for one.
Must a manager change be filed with the Secretary of State?
The cited statutes do not require an event filing for an individual manager change. The articles may state manager management, and that statement has a separate agency effect under § 14-11-301.
Statutes and sources
- O.C.G.A. §§ 14-11-101, 14-11-204, 14-11-301, 14-11-303 through 14-11-305, 14-11-309 through 14-11-310, 14-11-601.1, and 14-11-1103 — definitions, management election, appointment, removal, holdover, resignation, written consent and meeting mechanics, dual capacities, membership cessation, filings, agency, duties, and liability boundaries. State-authorized public-domain O.C.G.A. Title 14 text (accessed August 29, 2026; currentness bridged through official enacted acts as described above).
Source links
Every statute quoted above, linked, with the date we checked it.
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