LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in New Mexico
At a glance
| Governing law, entity, manager, member, and scope | New Mexico Limited Liability Company Act, Chapter 53, Article 19 NMSA 1978; ordinary domestic manager-managed LLC and the office designated under its articles or written operating agreement, not a member acting only as member, organizer, officer, employee, delegate, liquidator, professional LLC, or disputed authority outcome (§§ 53-19-1, -2, -15) |
|---|---|
| Manager-managed election and operating-agreement override | Management is member-vested unless the articles state that it is vested to some extent in managers. The articles or written operating agreement may prescribe manager qualifications, number, selection method, powers, duties, and different appointment, removal, and holdover terms (§§ 53-19-2(O), -8(D), -15) |
| Appointment actor, threshold, and record | Unless the articles or operating agreement provide otherwise, appointment requires the affirmative vote, approval, or consent of members holding a majority share of all member voting power. Voting power defaults to adjusted capital-contribution value; no meeting, notice, writing, signature, acceptance, filing, or separate effective-time condition is stated (§§ 53-19-15(B)(1), -17(A)) |
| Eligibility, number, and term | A manager need not be a member or natural person, so an entity may serve. The governing documents may prescribe qualifications and number; absent removal or resignation, the manager holds office until a successor is elected and qualified. No general age, residency, licensing, fixed-term, minimum, or maximum appears (§§ 53-19-2(L), (P), -15(B)(2)-(3)) |
| Removal actor, threshold, notice, cause, and timing | Unless the articles or operating agreement provide otherwise, members holding a majority share of all member voting power may remove a manager. The Act states no general meeting, notice, cause, record, filing, acceptance, or effective-time condition (§§ 53-19-15(B)(1), -17(A)) |
| Resignation, acceptance, timing, and successor | The holdover rule recognizes resignation as ending office before a successor qualifies, but the Act states no general form, signature, delivery recipient, advance period, acceptance, filing, future date or event, or advance-successor procedure. The articles or operating agreement may supply those mechanics (§ 53-19-15(B)(3)) |
| Vacancy, successor, holdover, death, and incapacity | The same majority voting-power default may appoint a successor, and the incumbent holds over until that successor is elected and qualified unless removed or resigned. The Act states no general vacancy list or special replacement rule for death, incapacity, entity termination, disqualification, or term expiration, no remaining-manager filler, and no mandatory replacement (§ 53-19-15(B)) |
| Member-manager status, dissociation, and filings | Member dissociation ends the person's right to participate in management or control as a member but does not expressly remove a separate manager designation; ceasing to be manager is not itself a member-dissociation event. Articles must state manager management and be amended if the management mode changes, but need not name managers; internal records list current and former managers, with no event-driven individual-manager filing (§§ 53-19-8, -11(C), -19(A)(1), -38(D)) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Manager status alone creates no personal company-debt liability, but does not immunize one's own acts. Agreement-variable gross-negligence/willful-misconduct and benefit-accounting rules, manager voting and authority, indemnification, employment and contract rights, judicial dissolution, and winding up remain separate layers (§§ 53-19-13, -15 to -18, -40, -42 to -43) |
Requirements one by one
The articles elect manager management
Under NMSA 1978, § 53-19-15(A), members manage unless the articles vest management to some extent in one or more managers. Section 53-19-8(D) accordingly requires the articles to state when management is manager-vested. The articles and amendment rules appear in §§ 53-19-8 and 53-19-11.
The articles or written operating agreement may prescribe manager qualifications, number, selection method, duties, powers, and responsibilities. They may also replace the statutory appointment, removal, and holdover defaults.
Appointment and removal use all-member voting power
Unless the articles or operating agreement provide otherwise, § 53-19-15(B)(1) lets members holding a majority share of the voting power of all members appoint and remove a manager. The denominator is all member voting power, not merely the votes cast or members present.
Under § 53-19-17(A), voting power ordinarily follows the adjusted value of capital contributions. The governing documents may provide another measure. The appointment-and-removal section permits a vote, approval, or consent but states no meeting, advance notice, writing, signature, cause, acceptance, filing, or separate effective-time requirement.
Entities may serve and managers ordinarily hold over
Section 53-19-15(B)(2) says a manager need not be a member or natural person. The Act's person definition includes partnerships, LLCs, trusts, estates, associations, corporations, and other legal entities.
Unless the governing documents provide otherwise, a manager holds office until a successor is elected and qualified, except when the manager is removed or resigns. The Act states no general age, residency, licensing, fixed-term, minimum, or maximum. The documents may prescribe qualifications and number.
Resignation and most vacancy mechanics are document-supplied
Section 53-19-15(B)(3) recognizes resignation as ending the statutory holdover, but Article 19 supplies no general manager-resignation form, signature, recipient, advance period, acceptance rule, filing, future date or event, or advance-successor procedure. The articles or operating agreement should supply those mechanics.
The same majority-voting-power default can appoint a successor. Article 19 does not separately identify death, incapacity, entity termination, disqualification, or term expiration as manager-vacancy events, authorize a remaining manager to fill a vacancy, require replacement, or extend holdover after removal or resignation.
Manager status, member status, and filings are distinct
Under §§ 53-19-37 and 53-19-38, the Act separately governs member withdrawal and dissociation. A dissociated member loses the statutory right to participate in management or control as a member, but Article 19 does not expressly say that dissociation removes a separate manager designation. Conversely, manager cessation is not itself listed as a member-dissociation event. The governing documents should coordinate the two capacities.
The articles must state manager management and, under § 53-19-11(C), must be amended if the company changes between member and manager management. They need not name individual managers. Section 53-19-19(A)(1) instead requires an internal list of all current and former managers. Article 19 states no event-driven public filing for an ordinary individual manager appointment, removal, resignation, or vacancy.
The voting-power and internal-record provisions appear in §§ 53-19-17 and 53-19-19.
Ending office does not settle other legal relationships
Under § 53-19-13, manager status alone does not create personal liability for company debts, but the section does not immunize a manager's own acts or omissions. Section 53-19-16 separately states agreement-variable manager liability and benefit-accounting rules, while § 53-19-18 permits the governing documents to provide indemnification and expense advancement.
Manager authority for company decisions, manager voting, document execution, employment and compensation agreements, judicial dissolution, and post- dissolution winding-up authority remain separate layers. Article 19 supplies no ordinary judicial manager-removal procedure.
What trips people up
- Voting power is not necessarily headcount or percentage ownership. The default follows adjusted capital-contribution value.
- Removal does not wait for a successor. Holdover ends on removal or resignation even though it otherwise continues until a successor is elected and qualified.
- Manager management is a public articles choice. Changing the management mode requires an articles amendment; changing an individual manager does not have a separate Article 19 filing rule.
- Member dissociation and manager office are not perfectly symmetrical. A dissociated member loses management participation, but the statute does not expressly label that event a removal from a separate manager designation.
Common questions
Must a New Mexico LLC manager be a member or an individual?
No. A manager need not be a member or natural person, and the person definition includes legal entities.
What vote appoints or removes a manager by default?
Members holding a majority share of all member voting power may appoint or remove. Voting power ordinarily follows adjusted capital-contribution value, unless the articles or operating agreement provide otherwise.
Must members show cause or give advance notice before removal?
Article 19 states no general cause or advance-notice condition. The articles, operating agreement, and separate contracts still must be reviewed.
Does New Mexico prescribe a manager resignation notice?
No general statutory form, recipient, notice period, or acceptance rule appears in Article 19. The governing documents should provide the process.
Statutes and sources
- NMSA 1978, §§ 53-19-1 to -2, 53-19-8, and 53-19-11 — Act, manager, member, operating-agreement, and person definitions; articles' management election; and management-mode amendment. Official annotated Chapter 53 (accessed August 29, 2026).
- NMSA 1978, §§ 53-19-15 and 53-19-17 — document control; default appointment and removal actor and threshold; eligibility; term and holdover; resignation boundary; powers; and contribution-value voting. Official annotated Chapter 53 (accessed August 29, 2026).
- NMSA 1978, §§ 53-19-19 and 53-19-37 to -38 — internal manager records, member withdrawal, dissociation, and management-participation effect. Official annotated Chapter 53 (accessed August 29, 2026).
- NMSA 1978, §§ 53-19-13, 53-19-16, and 53-19-18 — company-debt shield, manager-act exposure, agreement-variable conduct rules, indemnification, and advancement. Official annotated Chapter 53 (accessed August 29, 2026).
- New Mexico Compilation Commission, Scope of Coverage — current through the 2026 Second Session. Official coverage page (accessed August 29, 2026).
Source links
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