LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Maryland
At a glance
| Governing law, entity, manager, member, and scope | Maryland Limited Liability Company Act, Corps. & Ass'ns Title 4A; ordinary domestic LLC. § 4A-101 defines member, authorized person, and operating agreement but no separate statutory manager; § 4A-402 permits agreement-created exclusive management by nonmembers |
|---|---|
| Manager-managed election and operating-agreement override | No statutory manager-managed election or required manager name in the articles. An operating agreement, generally oral unless the articles require writing, may establish any management arrangement consistent with the articles and grant exclusive authority to nonmembers (§§ 4A-204, -402) |
| Appointment actor, threshold, and record | Operating agreement controls selection and procedure. If selection is an ordinary member decision and no different rule applies, consent of members holding at least a majority of profit interests is the fallback; profit interests default to capital-contribution-value proportions. No statutory manager appointment writing or manager-list record (§§ 4A-402, -403, -406, -503) |
| Eligibility, number, and term | Nonmembers may receive exclusive management authority. Because Title 4A creates no separate statutory manager office, it sets no ordinary manager age, residency, natural-person, number, fixed-term, qualification, or successor-holdover rule; the operating agreement controls (§§ 4A-101, -402) |
| Removal actor, threshold, notice, cause, and timing | Operating agreement controls removal. If removal is an ordinary member decision and no different rule applies, at least a majority of profit interests is the fallback. Title 4A states no separate manager-removal notice, cause, acceptance, or effective-time rule (§§ 4A-402, -403) |
| Resignation, acceptance, timing, and successor | No separate statutory manager-resignation right or writing, recipient, advance-notice, acceptance, filing, future-date/event, or successor-before-effect rule. § 4A-605's six-month written notice concerns member withdrawal, not an agreement-created manager role; the operating agreement controls |
| Vacancy, successor, holdover, death, and incapacity | No statutory manager-vacancy list, holdover, remaining-manager filler, or death, entity-termination, incapacity, disqualification, temporary-absence, or fixed-term-expiration procedure. § 4A-606 lists member-cessation events only; agreement terms govern manager succession |
| Member-manager status, dissociation, and filings | Member cessation under §§ 4A-605 to -606 does not expressly end an agreement-created manager role, and ending that role is not a listed member-cessation event. Articles need not identify management form or managers; no Title 4A event-driven manager-change filing. An articles provision voluntarily addressing management changes only through a filed amendment (§§ 4A-204, -406) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | No express cessation rule discharges or preserves an agreement-created manager's liabilities. Member-only liability protection and member agency do not automatically answer a nonmember manager's position; agent appointment/indemnification, agreement enforcement, employment, duties, own conduct, authority, and judicial dissolution remain separate (§§ 4A-203, -301, -401, -402, -903) |
Requirements one by one
Maryland makes management an operating-agreement design choice
Title 4A does not define a separate statutory manager between its definitions of limited partnership and member in § 4A-101(l)-(q). Instead, under § 4A-402(a)-(d), subsection (a)(1) lets the operating agreement establish how the LLC is managed and expressly permits exclusive management authority to be granted to nonmembers. The agreement may also set meeting notice, consent, record-date, quorum, proxy, class-voting, and other voting procedures.
The ordinary articles in § 4A-204(a), (c) list the LLC name, principal office, and resident agent, not a manager-management election or manager identities. An agreement generally need not be written unless the articles require writing. The practical result is that the agreement—not a statutory manager template— must identify the office or authority being created and its selection, term, removal, resignation, and succession rules.
The majority-of-profit-interests rule is only a conditional fallback
Maryland has no section saying that a stated vote always appoints or removes an LLC manager. If the agreement makes selection or removal an ordinary decision of the members but supplies no different voting rule, § 4A-403(a)-(b) requires consent of members holding at least a majority of the interests in profits. Under § 4A-503, those profit allocations default to the members' relative capital contribution values unless otherwise agreed.
That fallback should not displace an agreement-created selector, class vote, approval right, or other process. Section 4A-402 permits the agreement to create rights in a nonmember and to prescribe member voting procedures. Title 4A does not require a separate manager-appointment writing, acceptance, or manager register; § 4A-406(a) specifically requires a current member list.
Eligibility, term, resignation, and vacancies come from the agreement
Section 4A-402 expressly allows nonmembers to receive exclusive management authority. Because the Act does not create a separate manager office, it also does not supply ordinary manager age, residency, natural-person, number, fixed-term, qualification, or successor-holdover rules.
The Act likewise states no manager-resignation writing, delivery recipient, advance period, acceptance, effective time, public filing, or advance-successor procedure. The six-month written notice in § 4A-605 is a rule for a member's withdrawal and should not be reused as a manager-resignation rule. The agreement and other applicable law must answer these manager questions.
Member cessation does not supply the manager-vacancy code
Section 4A-606 lists events by which a person ceases to be a member, including member removal, individual death or adjudicated incompetence, and dissolution of certain entity members. It does not say those events end a separate agreement-created management role. Conversely, manager resignation or removal is not one of § 4A-606's listed member-cessation events.
There is no statutory manager-vacancy list, remaining-manager filler, or holdover rule. The agreement should therefore address death, entity termination, incapacity, disqualification, temporary absence, fixed-term expiration, the replacement actor and threshold, temporary authority, and when a successor takes office.
Internal office, filings, authority, and liability are separate layers
The ordinary articles do not identify managers, and Title 4A creates no prompt event-driven filing merely because an agreement-created management role changes. If the members voluntarily placed a management provision in the articles, changing that provision requires the written, approved, executed, and filed amendment described in § 4A-204(c).
§ 4A-401(a), (c) addresses a member's agency and lets the operating agreement change that default; it does not automatically define a nonmember manager's authority. § 4A-203(11), (14) separately permits the LLC to appoint agents and to indemnify members, agents, and employees within stated limits. § 4A-301 protects a member from company obligations solely because of member status, but does not state a separate shield for a person solely because the agreement calls that person a manager.
Title 4A has no express manager-cessation rule discharging or preserving prior liabilities. Ending the agreement-created role therefore does not itself decide agency, employment, compensation, contract, duties, indemnification, prior conduct, or disputed transaction authority. Court enforcement of the agreement under § 4A-402(d) and judicial dissolution under § 4A-903 are separate remedies, not an ordinary statutory manager-removal process.
What trips people up
- The majority rule is conditional. Section 4A-403 is a gap-filler for an ordinary member decision; it is not a universal manager-appointment statute.
- Member withdrawal is not manager resignation. The six-month notice in § 4A-605 changes member status and does not supply a manager notice period.
- Member death and incapacity are not automatically manager vacancies. The listed events in § 4A-606 concern membership unless the agreement links the capacities.
- A private office change ordinarily is not an articles filing. A filed amendment matters if the articles themselves contain the provision being changed.
Common questions
Must a Maryland LLC's manager be a member?
No. Section 4A-402 expressly permits the operating agreement to give exclusive management authority to a person who is not a member.
What vote appoints or removes a manager?
First read the operating agreement. If it treats the action as an ordinary member decision but supplies no different voting rule, the statutory fallback is consent from members holding at least a majority of the interests in profits.
Does a manager have to give six months' notice to resign?
Not under § 4A-605. That section governs withdrawal as a member. Manager- resignation notice and timing depend on the agreement and other applicable law.
Does ending membership automatically end management authority?
Title 4A does not state that automatic cross-effect for an agreement-created manager role. The agreement should be checked for a term linking the two capacities.
Statutes and sources
- Md. Code, Corps. & Ass'ns §§ 4A-101, -204, -401 to -403, -406, and -503 — definitions, articles contents, member agency, agreement-created nonmember management, conditional profit-interest voting, member records, and the default profit-allocation measure. Official § 4A-402 text (all cited sections accessed August 29, 2026).
- Md. Code, Corps. & Ass'ns §§ 4A-605 to -606 — member withdrawal and cessation events, which do not provide a separate manager-resignation or vacancy procedure. Official § 4A-606 text (accessed August 29, 2026).
- Md. Code, Corps. & Ass'ns §§ 4A-203, -301, and -903 — agent appointment, indemnification, member-only liability protection, and judicial-dissolution boundaries. Official § 4A-203 text (all cited sections accessed August 29, 2026).
Source links
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