LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Kentucky
At a glance
| Governing law, entity, manager, member, and scope | Kentucky Limited Liability Company Act, KRS Chapter 275; ordinary domestic manager-managed LLC and person designated under KRS 275.165—not a member acting only as member, employee, agent, delegate, organizer, or professional/regulated entity |
|---|---|
| Manager-managed election and operating-agreement override | Articles must state manager or member management. Articles/agreement govern manager rights and may change appointment, removal, succession, and voting defaults; Chapter 275 fills gaps and preserves good-faith/fair-dealing and other statutory limits (KRS 275.003, 275.025(1)(d), 275.165) |
| Appointment actor, threshold, and record | Managers are designated, appointed, elected, or replaced by majority-in-interest of members—votes normally proportional to received, unreturned contribution value, unless articles/agreement differ. Member action may occur without meeting or prior notice by a writing approved by the required threshold; no appointment filing (KRS 275.015(15), 275.165(2)(a), 275.175(3), (7)) |
| Eligibility, number, and term | One or more managers; manager need not be a member or natural person, and 'person' includes legal entities. No express age, residency, licensing, or fixed-term rule; holdover continues until a successor is elected and qualified unless earlier removal or resignation (KRS 275.015(16), (22), 275.165(2)) |
| Removal actor, threshold, notice, cause, and timing | Members holding a majority-in-interest may remove a manager, unless articles/agreement differ. No default cause, meeting, prior-notice, acceptance, filing, or effective-time condition; written action without meeting/no prior notice is available at the required threshold (§§ 275.165(2)(a), 275.175(7)) |
| Resignation, acceptance, timing, and successor | A manager may resign before a successor is elected and qualified, but Chapter 275 supplies no separate form, signature, recipient, notice period, acceptance, filing, future-effective rule, or advance-successor procedure. Articles/agreement control (§ 275.165(2)(c)) |
| Vacancy, successor, holdover, death, and incapacity | Replacement uses the same majority-in-interest default; incumbent holds over until successor election and qualification unless earlier removal/resignation. No general vacancy list, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 275.165(2)) |
| Member-manager status, dissociation, and filings | Manager and member are separately defined; manager cessation does not itself end membership, and the Act does not say a member's disassociation automatically ends a separate manager office. Articles disclose management mode, annual reports name every current manager and may be amended, but no separate event-driven manager-change filing (KRS 275.015(16)-(17), 275.025(1)(d), 14A.6-010) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Manager status alone creates no company-debt liability; own negligence/wrongful acts remain separate. Agency, delegation, duties, indemnification for current/former managers, employment/contracts, member disassociation, and judicial dissolution remain distinct; no cessation-specific debt discharge (KRS 275.135, .150, .165(3), .170, .180, .290) |
Requirements one by one
The articles elect manager management
Kentucky requires the articles to state whether the LLC is managed by members or by one or more managers under KRS 275.025(1)(d). When the articles vest management in managers, KRS 275.165(2) gives them exclusive management power except as the articles, operating agreement, or Act provide otherwise.
An operating agreement may be written or oral. The governing documents may change the appointment, removal, resignation, succession, meeting, notice, and voting defaults, subject to the Act's mandatory limits.
Majority-in-interest is a contribution-based vote
Under KRS 275.165(2)(a), managers are designated, appointed, elected, removed, or replaced by a majority-in-interest of the members. Section 275.175(3) normally allocates member voting power in proportion to the agreed value of contributions received and not returned; this is not a member headcount default.
Section 275.175(7) permits the member action without a meeting and without prior notice when the required approval is set forth in a writing approved by the necessary threshold, unless a written operating agreement provides otherwise. Chapter 275 creates no separate manager-appointment filing.
Managers may be entities and hold over by default
Section 275.165(2)(b) says managers need not be members or natural persons, and the general definition of person includes legal entities. The Act states no age, residency, licensing, or fixed-term requirement for an ordinary LLC manager.
Under subsection (2)(c), a manager holds office until a successor is elected and qualified unless the manager sooner resigns or is removed. The same majority-in-interest rule covers replacement, but Chapter 275 supplies no separate vacancy list or procedure keyed to death, incapacity, entity termination, disqualification, or term expiration.
Resignation is recognized but not proceduralized
The holdover rule recognizes that a manager may resign before a successor qualifies. It does not prescribe a resignation form, signature, delivery recipient, advance-notice period, acceptance rule, filing, future-effective time, or advance-successor mechanism. Those details come from the articles, operating agreement, and other applicable law.
Manager and member are separately defined. Chapter 275 does not say that manager resignation or removal itself ends membership, or that a member's disassociation automatically ends a separately designated manager office.
Annual reporting and internal office are separate
The articles disclose manager versus member management, not manager names. Under KRS 14A.6-010, each annual report for a manager-managed LLC names and addresses every manager and must be current when executed. The LLC may amend its last annual report, but the statutes state no separate event-driven appointment, removal, resignation, or vacancy filing.
Ending office does not decide the other legal layers
Section 275.150 protects a manager from company debt solely because of manager status but preserves liability for the manager's own negligence, wrongful acts, or misconduct. Section 275.135 separately governs agency; KRS 275.170 governs duties; and KRS 275.180 permits indemnification for a person because the person “is or was” a manager.
Manager cessation therefore does not itself resolve prior conduct, delegated authority, employment or service contracts, compensation, duties, indemnification, member disassociation, or judicial dissolution under KRS 275.290.
What trips people up
- Majority-in-interest is not headcount. The default follows received, unreturned contribution value unless the governing documents change it.
- No meeting or prior notice may be needed. A qualifying written action can satisfy the default member vote without either.
- Resignation and holdover are different rules. The Act recognizes resignation but gives no procedure; otherwise the incumbent stays until a successor is elected and qualified.
- Annual-report identity is not appointment. The internal member action selects or removes the manager; the annual report is a separate public disclosure.
Common questions
Must a Kentucky LLC manager be a member or individual?
No. KRS 275.165 says a manager need not be a member or natural person.
May members remove a manager without proving cause?
The statute sets a majority-in-interest removal vote and states no cause condition. Valid articles or operating-agreement terms may impose one.
Does a manager have to submit a statutory resignation form?
No general form or delivery process appears in Chapter 275. The operating agreement should supply those mechanics.
When does a manager's term end if no fixed term is stated?
The manager holds office until a successor is elected and qualified unless the manager is sooner removed or resigns.
Statutes and sources
- KRS 275.015, 275.025, and 275.165 — definitions, articles management election, appointment/removal/replacement actor and threshold, eligibility, resignation, holdover, and delegation. Official KRS 275.165 (accessed August 29, 2026).
- KRS 275.175 and 14A.6-010 — contribution-based voting, written action without meeting or prior notice, and annual-report manager disclosure and amendment. Official KRS 275.175 (accessed August 29, 2026).
- KRS 275.135, 275.150, 275.170, and 275.180 — agency, status-based liability, own-wrongdoing boundary, duties, liability limits, and indemnification. Official KRS 275.150 (accessed August 29, 2026).
- KRS 275.290 — separate judicial-dissolution boundary. Official KRS 275.290 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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