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

At a glance

Requirements one by one

Indiana separates manager office from membership

IC 23-18-1-14 defines a manager as a person designated under the manager- management authority in IC 23-18-4-1(b). A member is a separately admitted person who has not experienced an event of dissociation. This cell covers an ordinary domestic Indiana LLC, not a professional, foreign, regulated, public, series, or court-supervised company.

The articles make the management election

IC 23-18-2-4(b)(4) requires the articles to state if they provide for a manager or managers. Without that public election, management stays with the members under IC 23-18-4-1(a). The ordinary articles state the management form; they need not identify the individual managers.

Under IC § 23-18-4-5, the operating agreement may regulate any aspect of LLC affairs and member-manager relations. Some important manager rules—including appointment, removal, eligibility, and holdover—change only through a written operating agreement. The agreement may also create manager classes, voting rights, penalties, and event consequences. It cannot eliminate the written-notice resignation power in IC 23-18-4-11(b).

Appointment uses received, unreturned contribution value

Unless a written operating agreement provides otherwise, IC 23-18-4-1(b)(1) requires a vote, approval, or consent of a majority in interest of the members to designate, appoint, elect, or replace a manager. IC 23-18-1-13 defines that majority as members who made more than 50% of the recorded agreed value of all contributions received and not previously returned. It is not member headcount, current profit share, or raw ownership percentage.

The statute does not prescribe a manager-appointment meeting, separate consent form, signature, acceptance, or public filing. The operating agreement and LLC records therefore matter. IC § 23-18-4-8 requires the company to retain a historic name-and-address list for every member and manager from organization onward.

A manager may be a nonmember or an entity and holds over

IC 23-18-4-1(b)(2) says managers need not be members or natural persons. Because the Act's “person” definition includes companies, partnerships, associations, trusts, and other legal or commercial entities, an entity manager may serve. The ordinary statute states no manager age or Indiana-residency rule and contemplates one or more managers.

The default term is successor holdover. Unless earlier removed or resigned, the manager acts until a successor has been elected and qualified under IC 23-18-4-1(b)(3).

Removal uses the same contribution-majority rule

The same IC 23-18-4-1(b)(1) sentence permits a majority in interest of the members to remove a manager. The Act states no default cause showing, special advance notice, acceptance, or separate effective time. A written operating agreement may replace the selector, threshold, cause, notice, or timing rule and may impose specified consequences when a manager fails to comply.

Written notice preserves a resignation route

IC 23-18-4-11(a) first follows the operating agreement's resignation time, events, and procedure. A written agreement may even say the manager has no right to resign.

That restriction is not absolute. Under subsection (b), a manager may resign at any time by giving written notice to the members and other managers, despite any contrary agreement term. The statute requires no acceptance or Secretary filing and states no minimum number of notice days. If the resignation breaches the agreement, the LLC may recover damages and offset them against the amount otherwise payable to the resigning manager.

Replacement exists, but there is no separate manager-vacancy list

A majority in interest of members may “replace” a manager, and the incumbent holds over until a qualified successor unless earlier removed or resigned. The Act does not separately identify manager vacancies caused by death, termination of an entity manager, incapacity, disqualification, temporary absence, or expiration of a fixed term. Nor does it give a remaining manager or court a special vacancy-filling vote.

IC § 23-18-4-9 permits a written operating agreement to attach consequences to stated times or events. The agreement should therefore address the vacancy events, qualifications, temporary authority, replacement vote, and the point at which a successor takes office.

Member dissociation and manager cessation are separate

IC § 23-18-6-5 lists events that end membership, including withdrawal, full- interest assignment, member removal, individual death, and dissolution of certain entity members, subject to its written-agreement and consent rules. Manager office is governed separately by IC 23-18-4-1 and -11, and a manager need not be a member. The Act does not state that member dissociation automatically ends a separately held manager office or that manager resignation or removal automatically ends membership. A written agreement may link them.

The internal record must retain each manager's name and address from the date of organization. Publicly, the ordinary biennial report under IC § 23-0.5-2-13 lists entity, registered-agent, and principal-office information but does not require ordinary LLC manager names. Because the articles state the management form rather than manager identities, these provisions create no prompt standalone manager-change filing. A change from manager-management to member-management is different and requires an articles review.

Ending office does not resolve agency, duties, contracts, or prior conduct

For a post-June 1999 LLC, IC § 23-18-3-1.1(c) makes each manager an ordinary- course agent, subject to actual-authority and counterparty-knowledge limits. IC § 23-18-3-3 protects a manager from company debts and other people's acts solely because of status, while preserving possible liability for the manager's own acts or omissions.

IC § 23-18-4-2 supplies default conduct and benefit-accounting rules, and a written agreement may alter duties and breach liability under IC § 23-18-4-4. The separate indemnification floor does not cover willful misconduct or recklessness. Resignation-breach damages may survive cessation. Ending office therefore does not by itself decide employment, compensation, contract, indemnification, prior liability, fiduciary remedies, or authority for a disputed transaction. Court enforcement and dissolution under IC § 23-18-4-7 are separate from the ordinary member removal power.

What trips people up

• The vote is contribution-based. “Majority in interest” means more than half of received, unreturned contribution value—not headcount or necessarily the percentages shown in a cap table.
• The no-resignation clause is not absolute. Written notice to the members and other managers can still end office, although breach damages may follow.
• Holdover is not a complete vacancy code. Death, entity termination, incapacity, and fixed-term expiration need agreement-based answers.
• The ordinary biennial report does not list LLC managers. Internal records still must preserve the historic manager list.

Common questions

Must an Indiana LLC manager be a member or an individual?

No. A manager need be neither, and the Act's person definition permits an entity manager.

What vote appoints or removes a manager?

The default is members holding more than 50% of received, unreturned contribution value. A written operating agreement may provide another rule.

Can an operating agreement prohibit resignation?

It can deny the contractual right, but it cannot eliminate the manager's power to resign at any time by written notice to the members and other managers. Violating the agreement can produce damages and an offset.

Does member dissociation automatically remove a member-manager?

The Act does not state that automatic cross-effect. Manager status may be held by a nonmember, and the two capacities have separate cessation provisions. The written operating agreement may link them.

Statutes and sources

• IC 23-18-1, -2, -3, -4, and -6 — current definitions, management election, contribution-majority voting, manager appointment/removal/ replacement, eligibility, holdover, written-notice resignation, event consequences, records, membership cessation, agency, duties, liability, and judicial-remedy boundaries. Official 2026 manager chapter and official 2026 definitions (all cited chapters accessed August 29, 2026).
• IC 23-0.5-2-13 — ordinary biennial-report contents, which do not include ordinary LLC manager identities. Official 2026 Chapter 2 PDF (accessed August 29, 2026).