LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Nebraska
At a glance
| Governing law, entity, manager, member, and scope | Nebraska Uniform Limited Liability Company Act; ordinary domestic manager-managed LLC and its operating-agreement manager, not a member, organizer, agent, officer, employee, delegate, series manager, professional LLC, liquidator, or disputed authority outcome (Neb. Rev. Stat. §§ 21-101, -102(9)-(16), -136) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless the operating agreement expressly says manager-managed, managed by managers, vested in managers, or uses similar words. The agreement governs manager relations and may vary the appointment, removal, resignation, term, and vacancy defaults within § 21-110's limits (§§ 21-102(10)-(14), -110, -136(a), (c)) |
| Appointment actor, threshold, and record | Consent of a majority of the members may choose a manager at any time; the denominator is member headcount, not profit, contribution, or voting-interest percentage. Required consent may occur without a meeting, and a signed appointing record may create a proxy or agent; no appointment filing is stated (§ 21-136(c)(5), (d)) |
| Eligibility, number, and term | A manager need not be a member or individual, and 'person' includes entities. One or more managers may serve; each has equal management rights, and the incumbent remains until a successor is chosen unless an earlier listed endpoint occurs. No age, residency, licensing, fixed-term, or numerical cap appears (§§ 21-102(10), (16), -136(c)(1)-(6)) |
| Removal actor, threshold, notice, cause, and timing | Consent of a majority of the members may remove a manager at any time without notice or cause. The Act states no separate meeting, acceptance, filing, or effective-time condition; the operating agreement may vary the internal process within § 21-110's limits (§§ 21-110, -136(c)(5), (d)) |
| Resignation, acceptance, timing, and successor | Section 21-136 recognizes resignation as ending the statutory holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date or event, or advance-successor procedure. The operating agreement supplies additional mechanics (§§ 21-110(a), -136(c)(5)) |
| Vacancy, successor, holdover, death, and incapacity | The incumbent remains until a successor is chosen unless resignation, removal, individual death, or nonindividual termination occurs. A member majority may choose a successor at any time; the Act states no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 21-136(c)(5)) |
| Member-manager status, dissociation, and filings | Dissociation of a member-manager removes the person as manager; manager cessation alone does not dissociate membership. The certificate and biennial report omit management election and manager names. An optional authority statement affects outsider-facing power only and does not create the internal office (§§ 21-117, -125, -127(c), -136(c)(6), -145 to -146) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Cessation does not discharge manager debts, obligations, or liabilities to the company or members; manager status alone creates no personal company-debt liability. Authority statements, reimbursement/indemnification, duties, employment or contract rights, member judicial expulsion, dissolution, and winding up remain separate layers (§§ 21-127, -129, -136(c)(7), -137 to -138, -145(5), -147 to -148) |
Requirements one by one
The operating agreement elects manager management
Under Neb. Rev. Stat. § 21-136(a), an LLC is member-managed unless its operating agreement expressly says it is manager-managed, managed by managers, vested in managers, or uses similar words. The certificate of organization does not have to make that election or identify managers.
Under § 21-110(a), the Act is the fallback for matters the operating agreement does not address. The agreement may vary the ordinary appointment, removal, resignation, term, and vacancy process within the section's mandatory duty, information, filing, action, dissolution, and winding-up limits.
Appointment and removal use member headcount
Under § 21-136(c)(5), consent of a majority of the members may choose a manager at any time. The denominator is members, not profit, contribution, distribution, or transferable-interest percentages.
The same majority may remove a manager at any time “without notice or cause.” The Act states no separate acceptance, filing, or effective-time condition. Subsection (d) permits member consent without a meeting and permits a member to appoint a proxy or agent by signing an appointing record.
Nonmembers and entities may serve and hold over
Section 21-136(c)(6) says a manager need not be a member. The Act's person definition includes individuals and legal or commercial entities. One manager decides alone; multiple managers have equal rights, and a majority decides ordinary-course differences.
The incumbent remains manager until a successor is chosen unless the manager earlier resigns, is removed, dies, or, if not an individual, terminates. The Act states no age, residency, licensing, fixed-term, or manager-number limit.
Resignation is recognized but not proceduralized
Section 21-136 names resignation as an event ending the statutory holdover, but the Act supplies no general manager-resignation form, signature, recipient, advance period, acceptance requirement, future-effective date or event, or advance-successor procedure. Any additional mechanics come from the operating agreement and other applicable agreements.
Nebraska likewise has no separate ordinary vacancy code. The same member majority may choose a successor at any time, while the holdover rule identifies resignation, removal, individual death, and entity termination as earlier endpoints. Incapacity and disqualification are not separately listed.
Member dissociation and public filings are separate
If a manager is also a member, member dissociation automatically removes that person as manager under § 21-136(c)(6). The reverse is not automatic: ceasing to be manager does not by itself dissociate membership. Sections §§ 21-145 and 21-146 separately define member-dissociation events and effects.
The certificate's mandatory fields in § 21-117 omit management and manager identities. The biennial report fields in § 21-125 do too. An optional statement under § 21-127(a) can state or limit a position's or person's power to bind the company as to outsiders, but it does not create the internal office or replace the appointment and removal rules.
Ending office does not erase prior obligations
Section 21-136(c)(7) says ceasing to be manager does not discharge a debt, obligation, or liability to the company or members incurred while manager. Separately, § 21-129 protects a manager from personal liability for company obligations solely by reason of acting as manager.
Sections §§ 21-137 and 21-138 govern reimbursement, indemnification, insurance, and manager duties. Employment and service contracts, compensation, authority for a transaction, member judicial expulsion, district-court dissolution, and winding up remain distinct questions that ending manager office does not decide.
What trips people up
- Nebraska uses member headcount. Do not substitute a profit-interest, contribution, or ownership percentage for the statutory majority of members.
- Removal needs neither notice nor cause under the default. The operating agreement and separate contracts still require review.
- Resignation has no statutory form. The statute recognizes the event but leaves its procedure to the governing documents.
- An authority statement is not an appointment filing. It addresses power to bind the company as to outsiders, not who internally holds manager office.
Common questions
Must a Nebraska LLC manager be a member or an individual?
No. A manager need not be a member, and the Act's person definition includes individuals and entities.
May members remove a manager without notice or cause?
Yes under the statutory default. Consent of a majority of the members may remove a manager at any time without notice or cause.
Does Nebraska prescribe a manager resignation form?
No general form, delivery recipient, acceptance rule, or notice period appears in the Act. The operating agreement should supply the procedure.
Does ending manager office end membership?
No. Ending manager office alone does not dissociate membership. But if a member-manager first dissociates as a member, that event removes the person as manager.
Statutes and sources
- Neb. Rev. Stat. §§ 21-101 to -102, 21-110, and 21-136 — Act, definitions, operating-agreement hierarchy, management election, appointment, removal, holdover, resignation, eligibility, dissociation, continuing liability, no-meeting action, and proxy. Official whole-Act range and official § 21-136 (accessed August 29, 2026).
- Neb. Rev. Stat. §§ 21-117, 21-125, and 21-127 — certificate contents, biennial-report fields, and optional outsider-facing statements of authority. Official § 21-117, § 21-125, and § 21-127 (accessed August 29, 2026).
- Neb. Rev. Stat. §§ 21-129 and 21-137 to -138 — status-based liability, reimbursement, indemnification, insurance, and duties. Official § 21-129, § 21-137, and § 21-138 (accessed August 29, 2026).
- Neb. Rev. Stat. §§ 21-145 to -146 — member-dissociation events and effects, including judicial expulsion and surviving member liabilities. Official § 21-145 and § 21-146 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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