LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in New Hampshire

At a glance

Requirements one by one

Manager management and manager identity come from the agreement

RSA 304-C:47 lets the operating agreement place management in one or more managers; otherwise the LLC is member-managed. The filed certificate must match that choice under § 304-C:31(II)(d), but it need not identify the managers. A manager is instead a person “named or designated” in the operating agreement under § 304-C:13.

The agreement may be written, oral, or implied unless a written agreement says otherwise. A person who becomes a manager is deemed to assent to it under § 304-C:41. The agreement is therefore the first place to look for the appointment actor, office, responsibilities, term, removal, resignation, and vacancy rules.

The fallback member vote is contribution-weighted

If the agreement supplies no appointment rule, § 304-C:48 uses a majority vote of the members. “Majority” is not member headcount by default. Under § 304-C:65, each member's votes are proportionate to that member's share of cash, property, and service contributions made in connection with formation; § 304-C:67 then applies the majority threshold.

The same voting measure governs removal and replacement. Section 304-C:66 reserves both decisions to the members: whether to remove a manager and whom to appoint after a manager has ceased to serve.

Removal is broad; resignation and vacancy events are agreement questions

Under § 304-C:50, the agreement may provide how manager status terminates. Without such a provision, the contribution-weighted member majority may end the status “at any time for any reason or for no reason.” The Act adds no separate notice, record, acceptance, event-filing, or effective-time rule.

Chapter 304-C does not create a general manager resignation form or statutory right to resign, nor does it list death, incapacity, entity termination, disqualification, or term expiration as default vacancy events. It also gives no holdover or remaining-manager filler. Once a manager has ceased to serve, § 304-C:66(II)(g) and § 304-C:48 return replacement to the members under the agreement or the weighted-majority fallback.

Member status, manager status, and public reporting stay separate

Under RSA § 304-C:51, a person who is both member and manager has the separate rights, powers, and duties of each capacity. Sections 304-C:98 and :99 terminate membership rights upon dissociation but do not expressly terminate the separately agreement-created manager office. Conversely, § 304-C:50 terminates manager status, not membership.

The certificate reports only whether management is by members or managers. The public identity roster comes later: § 304-C:194 requires each annual report to list every manager's name and business address, current as of January 1. The report records the public roster; it is not the operating-agreement act that creates or ends manager status.

Ending manager status does not settle authority or liability

Section 304-C:23 protects a manager from company-debt liability solely by reason of manager status, while allowing a manager to assume liability by agreement. It states no separate manager-cessation discharge rule.

Section 304-C:52 separately governs manager agency. Sections 304-C:107 and 304-C:115 let the operating agreement expand, restrict, or eliminate duties and related liability, but preserve the implied contractual covenant of good faith and fair dealing. Ending the office therefore does not itself settle agency toward an outsider, employment or compensation contracts, accrued liabilities, indemnification, fiduciary claims, member dissociation, or judicial dissolution.

What trips people up

• “Majority of the members” is not headcount here. Unless the agreement changes the measure, votes track shares of contributions made in connection with formation.
• The certificate and agreement do different jobs. The certificate reports the management form; the agreement identifies managers and controls their office.
• No-cause termination is the fallback. A weighted member majority may end manager status for any or no reason, but agreement terms may replace that rule.
• The Act has no general manager-resignation procedure. Do not import a writing, delivery, acceptance, or notice period from another state's act.

Common questions

May a New Hampshire LLC manager be an entity or nonmember?

Yes. The manager definition uses “person,” which includes natural persons and entities, and the certificate statute says managers may also be members—so membership is not required.

Does the default vote use current ownership percentages?

No. It uses each member's share of contributions made in connection with formation, unless the operating agreement supplies another voting basis.

Does member dissociation automatically remove the person as manager?

Not expressly. Dissociation ends membership rights, while manager status is a separate capacity created and terminated under the operating agreement and the manager provisions.

Must the annual report list every manager?

Yes. The annual report lists all managers and their business addresses, with information current as of January 1 of the report year.

Statutes and sources

• RSA 304-C:13, :17, :31, :40 to :41, and :47 to :51 — manager and person definitions; certificate management form; agreement form and assent; manager management, appointment, office, termination, and dual member-manager status. Official § 304-C:48 (accessed August 29, 2026).
• RSA 304-C:65 to :67 — contribution-weighted member voting, member-reserved removal and replacement, and the majority threshold. Official § 304-C:65 (accessed August 29, 2026).
• RSA 304-C:23, :52, :107, and :115 — status-only debt protection, agreement-assumed liability, manager agency, duty modification, exculpation, and the preserved implied covenant. Official § 304-C:23 (accessed August 29, 2026).
• RSA 304-C:98 to :99 and :194 — member-dissociation effects and the annual public manager roster. Official § 304-C:194 (accessed August 29, 2026).