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

At a glance

Requirements one by one

Missouri separates manager office from membership

RSMo § 347.015(10) defines a manager as a person designated, appointed, or elected under § 347.079.2 when the articles vest management in managers. A member is a separate status tied to the operating agreement and ending upon an event of withdrawal. This cell covers an ordinary domestic LLC, not a professional, foreign, series, regulated, public, or court-supervised company.

The articles make the management election; the agreement designs the office

RSMo § 347.039(1)(4) requires the articles to state whether management is vested in managers or members. Section 347.079 then gives managers authority to the extent provided in the operating agreement.

The operating agreement may name the managers directly or prescribe how members designate, appoint, elect, remove, or replace them. It may also create classes, allocate powers, use per-capita or another voting basis, and establish meeting, notice, waiver, consent, quorum, proxy, term, resignation, and event- consequence rules. Multiple members may use a written or oral agreement; a sole member uses a written declaration under § 347.015(13).

A silent agreement produces a member-headcount vote

If the operating agreement supplies no manager-selection method, § 347.079.2 defaults to a vote of a majority by number of the members to designate, appoint, elect, or replace a manager. The denominator is member headcount, not contributions, profits, capital, or negotiated percentage interests.

The Act states no special appointment writing or acceptance. If an action that must be taken at a meeting is instead taken without one, § 347.083 defaults to a written consent signed by every person entitled to act or vote unless the agreement provides otherwise. Section 347.091 requires current and past manager lists plus retained written agreements and amendments.

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

Section 347.079.2 says managers need not be members or individuals unless the operating agreement requires otherwise. The ordinary Act states no manager age or Missouri-residency qualification and permits one or more managers.

The default term is successor holdover. Unless earlier removed or resigned, a manager remains in office until a successor has been designated, appointed or elected and qualified.

Removal follows the agreement, then member headcount

The operating agreement's removal and replacement method controls. If it is silent, § 347.079.2 gives a majority by number of members the power to remove or replace. The Act states no default cause condition, special advance notice, acceptance, or separate effective time. Section 347.081 permits the agreement to add those rules and to allocate voting rights on a per-capita or other basis.

Chapter 347 acknowledges resignation but does not provide mechanics

Section 347.079.2 ends the successor holdover if a manager earlier resigns, but the complete current Chapter 347 contains no separate ordinary manager- resignation section. It states no required writing, signature, delivery recipient, advance-notice period, acceptance, filing, future date or event, or special successor-before-effect procedure.

Those questions therefore depend on the operating agreement and other applicable law. The 90-day written-notice rule in § 347.121 governs withdrawal as a member, not resignation from manager office.

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

The agreement or, if silent, a majority of members by headcount may replace a manager. The incumbent holds over until a qualified successor unless earlier removed or resigned. Chapter 347 does not separately identify manager vacancies caused by death, termination of an entity manager, incapacity, disqualification, temporary absence, or expiration of a fixed term. It also provides no special remaining-manager or court filler.

The operating agreement should therefore identify vacancy events, qualifications, temporary authority, the replacement actor and vote, and the point at which a successor takes office.

Member withdrawal affects management without expressly ending manager office

RSMo §§ 347.121 and 347.123 govern membership withdrawal separately from manager cessation. Unless the agreement provides otherwise, a withdrawn member has no further right to participate in management and retains only assignee rights. A narrow duty to account for specified pre-withdrawal benefits survives.

The Act nevertheless permits a manager to be a nonmember and does not expressly say that member withdrawal makes the person cease to be manager. The safe statutory answer is therefore two-layered: withdrawal removes the default management-participation right, while the agreement should expressly address whether the manager office and agency authority also end. Conversely, manager removal or resignation is not itself listed as an event ending membership.

Internally, § 347.091 requires a current and past manager list. Ordinary articles identify the management form, not manager names, so a manager-identity change has no standalone articles field. A switch between member- and manager- management is different: § 347.041.2(1) requires a prompt articles amendment and no later than 60 days after the change.

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

RSMo § 347.057 protects a manager from company debt and other people's acts solely because of manager status. RSMo § 347.065 separately makes every manager an ordinary-course agent subject to actual-authority and counterparty- knowledge limits.

RSMo § 347.088 supplies default good-faith, care, benefit-accounting, and related liability rules while permitting the agreement to expand or restrict duties and liabilities. Section 347.121 preserves a withdrawn member's duty to account for certain pre-withdrawal benefits unless the agreement changes it. Ending manager office therefore does not by itself decide employment, compensation, contract, indemnification, the person's own conduct, fiduciary remedies, or authority for a disputed transaction. Court remedies and dissolution remain separate from the ordinary agreement/member removal process.

What trips people up

• The fallback vote is member headcount. It is not the “authorized person” vote used for ordinary business and is not weighted by economic interest.
• Manager resignation is not member withdrawal. The 90-day member notice rule does not supply manager-resignation procedure.
• Holdover is not a complete vacancy code. Death, entity termination, incapacity, and fixed-term expiration need agreement-based answers.
• Internal and public records differ. Keep the manager history internally; amend the articles when the management mode changes, not merely because one manager identity changes.

Common questions

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

No. Unless the operating agreement says otherwise, the manager need be neither, so an entity may serve.

What vote appoints or removes a manager if the agreement is silent?

A majority by number of the members—member headcount—designates, appoints, elects, removes, or replaces.

Does Chapter 347 require written notice for a manager resignation?

No manager-specific notice rule appears. The statute only recognizes resignation as an endpoint to holdover, leaving procedure to the operating agreement and other applicable law.

Does member withdrawal automatically end manager office?

The statute does not expressly say the office ends, although the withdrawn member loses the default right to participate in management. Because a manager may be a nonmember, the agreement should state the intended office and authority consequence.

Statutes and sources

• RSMo §§ 347.015, .039, .041, .057, .065, .079, .081, .083, .088, .091, .121, and .123 — definitions, management election, agreement control, member-headcount fallback, appointment, eligibility, removal, replacement, holdover, resignation and vacancy boundaries, records, member withdrawal, filings, agency, duties, and liability. Official core manager section and official current Chapter 347 (all cited sections accessed August 29, 2026).