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

At a glance

Requirements one by one

The articles choose manager management; the agreement builds the office

New York Limited Liability Company Law § 102 and §§ 401 and 408 separate the statutory manager from a member and make the articles of organization the management-model switch. Unless the articles provide for one or more managers or manager classes, the LLC is member-managed. Once the articles make that election, § 408 gives managers the management role subject to the Act, articles, and operating agreement.

Section 417 (§ 417(a)) requires a written operating agreement and permits provisions about manager rights, powers, limitations, and responsibilities. Section 419 allows manager classes, classified terms, class or per-capita voting, meeting rules, quorum rules, proxies, and written-consent mechanics. The statutory lifecycle rules below therefore operate mostly as defaults.

Annual election and removal use different majority formulations

Under § 413(a), members designate or elect managers annually unless the operating agreement provides otherwise. Under § 402(a), each member's vote is weighted by that member's share of current profits, and § 402(f) ordinarily authorizes meeting action by a majority in interest of the votes cast.

Removal is framed differently. Section 414 permits removal or replacement of any or all managers, with or without cause, by a “majority in interest of the members entitled to vote.” Section 102(o) defines that phrase by more than one-half of all members' aggregate current-profit shares, unless the operating agreement supplies another measure.

If members act without a meeting, § 407 requires dated signed consents at the meeting threshold and delivery to the LLC office, principal place of business, or an authorized records custodian. The consents must aggregate within 60 days, and prompt notice follows a less-than-unanimous action for eligible nonconsenters.

Eligibility, number, and term come mainly from the agreement

Section 410 (§ 410) says a manager need not be a member and lets the operating agreement set qualifications. Because § 102 defines a manager as a “person” and defines person to include individuals and entities, the statute does not limit ordinary managers to natural persons.

Section 413 permits terms that may be unlimited, lets the operating agreement control manager number, and sets annual election as the default. A manager holds office until a successor is elected and qualified unless the manager earlier resigns or is removed. Initial managers similarly hold through the first annual meeting and successor qualification.

Written notice effects resignation, but contract damages can remain

Section 415 permits a manager to resign at any time by written notice to the LLC, unless the operating agreement provides otherwise. The section does not condition resignation on acceptance or a public filing and does not prescribe a fixed advance-notice period.

Resignation and contract liability must be kept separate. If resigning violates the operating agreement or another contract with the LLC, § 415 allows the LLC to recover damages for the breach. Conversely, election as manager does not by itself create contract rights.

Members fill vacancies and newly created seats

Section 416 applies when management is vested in a group of managers. Unless the operating agreement provides otherwise, a majority in interest of members entitled to vote fills a vacancy, and the successor serves the predecessor's unexpired term. The same member threshold fills a position created by an increase in manager number; that manager serves until the next annual meeting or until a successor is elected and qualified.

Sections 413-416 do not enumerate a complete list of vacancy events such as death, entity termination, incapacity, or disqualification. Those events and any different succession process should therefore be checked against the operating agreement rather than supplied from a generic model-act list.

Member status and public filing follow separate tracks

Section 606 makes member withdrawal depend on the operating agreement and, by default, bars withdrawal before dissolution and winding up. Sections 413-416 separately govern manager office. The cited provisions do not say that ending one status automatically ends the other, so the operating agreement must be checked for a link between member withdrawal and manager cessation.

The filing rule in § 211(d)(7) concerns the management model, not the identity of an individual manager. If the LLC changes between member management and manager management, it must amend its articles no later than 90 days after the change; the amendment is generally effective when filed. Section 203(e) does not make a particular manager's name a required articles item.

Authority, duties, indemnification, and debt liability are separate

Section 412 addresses when a manager's usual-business act binds a manager- managed LLC. Section 409 supplies the manager's statutory conduct standard, § 417 addresses permissible liability-limitation provisions, and § 420 addresses indemnification and advancement subject to statutory limits. Under § 609(a), manager status or participation in the business alone does not make the person liable for company or co-actor debts and obligations.

None of those provisions turns a resignation or removal into a decision about a disputed transaction, employment agreement, fiduciary claim, indemnification, contract damages, or judicial relief. Section 415 specifically preserves potential contract-breach damages from a resignation.

What trips people up

• The annual-election rule uses profit-share-weighted votes and the general majority of votes cast; removal uses a majority in interest of members entitled to vote, meaning more than half of all current-profit shares by default.
• “With or without cause” does not erase the operating agreement. Section 414 begins with an operating-agreement override.
• A written notice can resign the manager from office, while the same departure may still breach a separate contract.
• A vacancy successor normally serves only the predecessor's unexpired term.
• The 90-day articles amendment concerns a change in management model, not every change in the person holding manager office.

Common questions

Must a New York LLC manager be a member?

No. Section 410 expressly says a manager may, but need not, be a member, unless the operating agreement provides otherwise.

Can members remove a manager without proving cause?

Yes under the default in § 414. A majority in interest of members entitled to vote may remove or replace managers with or without cause, but the operating agreement may provide a different rule.

Does the LLC have to accept a manager's resignation?

Section 415 requires written notice to the LLC and does not state an acceptance condition. The operating agreement and any manager contract still matter.

May the remaining managers fill a vacancy by themselves?

Not under the default stated in § 416. Members holding the required majority in interest fill the vacancy unless the operating agreement provides otherwise.

Statutes and sources

• N.Y. Limited Liability Company Law §§ 102, 203, 211, 401-402, 407-410, 412-420, 606, and 609 — definitions, management election, member voting and consent, manager powers, eligibility, annual election, term, removal, resignation, vacancies, agreement and class rules, member withdrawal, articles amendments, agency, duties, indemnification, and liability boundaries. Official New York Limited Liability Company Law (accessed August 29, 2026).