LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in North Dakota
At a glance
| Governing law, entity, manager, member, and scope | North Dakota Uniform Limited Liability Company Act, N.D.C.C. ch. 10-32.1; ordinary domestic manager-managed LLC and an agreement-based manager, not a board-managed governor, member, organizer, registered agent, officer, employee, delegate, nonprofit/professional/series LLC, liquidator, or disputed authority outcome (§§ 10-32.1-01 to -02, -39) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless the operating agreement expressly selects manager or board management or similar words. The agreement governs manager rights/duties and may vary appointment, removal, resignation, term, and vacancy defaults within § 10-32.1-13's limits; articles need not state management form or manager names (§§ 10-32.1-13, -20, -39(1), (3)) |
| Appointment actor, threshold, and record | Consent of a majority of the members may choose a manager at any time—member headcount, not the distribution-interest voting power used in some other North Dakota LLC decisions. Action may occur by a noticed member meeting or sufficient written consent without one; a proxy/agent appointment must be signed (§ 10-32.1-39(3)(e), (5)) |
| Eligibility, number, and term | Manager must be an individual age 18+ but need not be a member. One or multiple managers may serve; each has equal management rights and a manager majority decides ordinary differences. No express residency, licensing, number cap, or fixed term; holdover lasts until a successor is chosen unless earlier resignation, removal, or death (§§ 10-32.1-02(29), -39(3)) |
| 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 acceptance, event-filing, or effective-time condition; the operating agreement may vary the internal process within statutory limits (§§ 10-32.1-13, -39(3)(e), (5)) |
| Resignation, acceptance, timing, and successor | Section 10-32.1-39 recognizes resignation as ending the statutory holdover but states no general form, signature, recipient, advance period, acceptance, filing, future date/event, or advance-successor procedure. The operating agreement and other applicable agreements supply additional mechanics (§§ 10-32.1-13, -39(3)(e)) |
| Vacancy, successor, holdover, death, and incapacity | Incumbent remains until a successor is chosen unless resignation, removal, or death occurs first; § 10-32.1-39 also refers to termination of a nonindividual manager although § 10-32.1-02 currently defines manager as an individual. A member majority may choose the successor; no separate incapacity, disqualification, remaining-manager filler, mandatory-replacement, or vacancy-record rule (§ 10-32.1-39(3)(e)) |
| Member-manager status, dissociation, and filings | Dissociation of a member-manager removes the person as manager; manager cessation alone does not dissociate membership. Articles need not identify managers; annual report names and addresses every manager/governor and must be current when executed. Optional authority filings affect outsider reliance, not internal office (§§ 10-32.1-20, -24, -39(3)(f), -48 to -49, -89) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Ceasing as manager does not discharge debts, obligations, or liabilities to the company or members incurred while manager; manager status alone creates no company-debt liability. Authority statements, indemnification, duties, employment/contracts, wrongful distributions, member judicial expulsion, dissolution, and winding up remain separate (§§ 10-32.1-24, -26, -32, -39(3)(g), -40 to -41, -48, -50 to -51) |
Requirements one by one
The operating agreement selects manager management
Under N.D.C.C. § 10-32.1-39(1), an LLC is member-managed unless the operating agreement says it is manager-managed, managed by managers, vested in managers, or uses similar words. The articles' mandatory fields in § 10-32.1-20 do not include a management election or manager names.
Under § 10-32.1-13, the operating agreement governs a manager's rights and duties and company activities. Chapter 10-32.1 supplies the fallback where the agreement is silent, subject to the Act's nonwaivable limits.
Appointment and removal use member headcount
§ 10-32.1-39(3)(e) permits consent of a majority of the members to choose a manager at any time. The text says members, not the distribution-interest voting power North Dakota uses for some other LLC decisions.
The same member majority may remove a manager at any time “without notice or cause.” A member may demand a meeting on at least 20 days' notice in a record, or the required voting power may act by written consent without a meeting. A proxy or agent appointment must be signed.
The operating agreement can change these defaults within § 10-32.1-13's limits. The statute states no separate acceptance, public filing, or effective- time step for removal.
A manager must be an adult individual
The manager definition in § 10-32.1-02(29) requires an individual who is at least 18. A manager need not be a member. One manager decides alone; multiple managers have equal management rights and a majority resolves ordinary-course differences.
The incumbent remains until a successor is chosen unless the manager earlier resigns, is removed, or dies. The same sentence also refers to termination of a nonindividual manager, although the current definition limits managers to individuals. The Act states no residency, licensing, number cap, or fixed term.
Resignation is recognized but has no general form
Section 10-32.1-39 recognizes resignation as ending the holdover but supplies no general manager-resignation form, signature, recipient, advance period, acceptance condition, filing, future date or event, or advance-successor route. The operating agreement and other applicable agreements supply those mechanics.
A member majority may choose the successor at any time. The Act states no separate manager-vacancy procedure for incapacity or disqualification and gives no ordinary vacancy-filling power to a remaining manager. The detailed notice, 30-day member window, and remaining-governor filler later in § 10-32.1-39(4) belong to a board-managed LLC's governors, not this manager-managed LLC.
Member dissociation and reporting are separate layers
Section 10-32.1-39(3)(f) answers both directions. Dissociation of a member who is also a manager removes the person as manager. Ceasing to be manager does not by itself dissociate that person's membership. §§ 10-32.1-48 and 10-32.1-49 separately govern member-dissociation events and consequences.
The articles need not name managers. The annual report does: § 10-32.1-89 requires the name and address of every manager and governor, with the information current as of execution. The Act states no prompt standalone manager-change filing.
An optional statement of authority under § 10-32.1-24 may state or limit a position's or person's power to bind the LLC. It affects outsider authority, not the internal act that appoints or removes a manager.
Ending office does not erase prior obligations
Section 10-32.1-39(3)(g) says ceasing to be manager does not discharge any debt, obligation, or liability to the company or members incurred while manager. Separately, § 10-32.1-26 protects a manager from personal liability for company obligations solely because the person acts as manager.
§ 10-32.1-40 and § 10-32.1-41 govern indemnification, insurance, and manager duties. § 10-32.1-32 separately governs improper distributions; employment and service contracts, compensation, transaction authority, member judicial expulsion, dissolution, and winding up remain distinct questions that ending manager office does not decide.
What trips people up
- Manager and governor are different offices. A governor sits on the board of a board-managed LLC; this cell covers a manager-managed LLC.
- North Dakota requires an adult individual manager. Do not use the Act's residual nonindividual-termination phrase to ignore the current definition.
- Removal needs neither notice nor cause by default. Governing documents and separate contracts can still add process or consequences.
- The annual report discloses the manager; it does not appoint the manager.
Common questions
May a North Dakota LLC manager be an entity?
No under the current definition. Section 10-32.1-02(29) requires an individual who is at least 18.
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 North Dakota prescribe a manager resignation form?
No general form, delivery recipient, notice period, acceptance rule, or filing appears in current Chapter 10-32.1. The operating agreement should supply the procedure.
Does manager removal automatically end membership?
No. Section 10-32.1-39 expressly says manager cessation does not by itself dissociate the person's membership.
Statutes and sources
- N.D.C.C. §§ 10-32.1-01 to -02, -13, -20, and -39 — Act scope, manager, governor and member definitions, operating-agreement hierarchy, articles, management form, appointment, removal, resignation, holdover, eligibility, dissociation, prior liabilities, meetings, written consent, and proxies. Official Chapter 10-32.1 (accessed August 30, 2026).
- N.D.C.C. §§ 10-32.1-24, -48 to -49, and -89 — optional authority statements, member dissociation, and annual-report manager disclosure. Official Chapter 10-32.1 (accessed August 30, 2026).
- N.D.C.C. §§ 10-32.1-26, -32, and -40 to -41 — status-only liability, improper distributions, indemnification, insurance, and manager duties. Official Chapter 10-32.1 (accessed August 30, 2026).
Source links
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