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

At a glance

Requirements one by one

The articles elect manager management

Louisiana defaults to member management under § 12:1311 unless the articles provide otherwise. Section 12:1312(A) permits the articles to put the business under one or more managers, who may be members or nonmembers. The articles or operating agreement can prescribe manager qualifications and the number of managers or the method for fixing that number.

The same documents may alter the statutory election, removal, manager-voting, and authority defaults. For member management, § 12:1311 specifically requires a written operating agreement to restrict or enlarge member management rights.

Election and removal use different member thresholds

Under § 12:1313(1), members elect managers to initial positions and vacancies by plurality vote. That is different from removal: subsection (2) uses a majority vote of the members and permits removal of any or all managers with or without cause.

Removal must occur at a meeting called expressly for that purpose. The section does not state an advance-notice period or create an alternative written- consent route. Valid articles or operating-agreement terms may supply a different process.

The statute fills vacancies but not resignation mechanics

Section 12:1313 sends an initial position and any vacancy to the same plurality- of-members election. It does not define vacancy events or provide a temporary remaining-manager appointment, holdover, fixed term, or succession rule keyed to death, incapacity, entity termination, or disqualification.

Part III recognizes manager offices and removal but states no manager- resignation form, signature, delivery recipient, notice period, acceptance rule, filing, or future-effective mechanism. Those transition details must come from the articles, operating agreement, and other applicable law.

Public reports and internal office are separate

Section 12:1305(E)(4) requires the initial report to name the first managers if already selected; otherwise a supplemental report naming them is due as soon as they are selected. Section 12:1308.1 then requires each annual report to name and address every manager of a manager-managed company.

The manager provisions do not say that removal or resignation by itself ends a manager's membership, or that a membership change automatically ends a separate manager office. The governing documents should coordinate those capacities. Chapter 22 states no separate event-driven resignation or removal filing beyond its initial/supplemental and annual-report architecture.

Ending office does not settle authority or liability

Under § 12:1320, manager status alone does not make company debt the manager's debt, while preserving claims for fraud, professional breach, and other negligent or wrongful acts. Manager duties are governed by § 12:1314; § 12:1315 permits specified liability limits and indemnification; § 12:1316 supplies the default vote among multiple managers, and § 12:1317 addresses ordinary-course authority.

Those provisions do not create a cessation-specific discharge. A manager change therefore does not itself resolve prior conduct, authority, employment or service contracts, compensation, fiduciary claims, indemnification, membership, or judicial dissolution under § 12:1335.

What trips people up

• Election is plurality; removal is majority. Treating both as one generic member vote loses the statutory distinction.
• Removal has a meeting-purpose rule. The meeting must be called expressly to remove managers unless governing documents validly change the default.
• First-manager reporting is not the whole succession process. Initial or supplemental reports identify first managers, while annual reports identify current managers; neither supplies resignation or vacancy mechanics.
• Manager status and membership are distinct. A manager need not be a member, so governing documents must say how a change in one capacity affects the other.

Common questions

Must a Louisiana LLC manager be a member?

No. Section 12:1312 expressly says a manager may, but need not, be a member.

May members remove a manager without cause?

Yes under the statutory default. A majority of the members may remove any or all managers with or without cause at a meeting called expressly for removal.

Who fills a manager vacancy?

Members do, by plurality vote under the default. The articles or operating agreement may provide another rule.

Does Louisiana provide a manager resignation form?

No general manager-resignation form or filing appears in the current Part III manager provisions. The governing documents should state delivery, timing, acceptance, and succession terms.

Statutes and sources

• La. R.S. 12:1305 and 12:1308.1 — first-manager initial or supplemental reporting and annual-report manager disclosure. Official § 12:1308.1 (accessed August 29, 2026).
• La. R.S. 12:1311-1313 — member-management default, manager-management election, eligibility, qualifications, number, initial and vacancy election, and removal. Official § 12:1313 (accessed August 29, 2026).
• La. R.S. 12:1314-1317 and 12:1320 — duties, liability limits, indemnification, manager voting, authority, and status-based liability. Official § 12:1314 (accessed August 29, 2026).
• La. R.S. 12:1335 — separate judicial-dissolution boundary. Official § 12:1335 (accessed August 29, 2026).