LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Ohio

At a glance

Requirements one by one

Identify the office and the governing agreement

Ohio Rev. Code § 1706.83 brings all LLCs under Chapter 1706 from January 1, 2022. Section 1706.01(O) defines a manager by designation, management authority, and agreement to serve: the person may be called a manager, director, officer, or something else. A title alone is therefore an incomplete description of the statutory role. The broad person definition in § 1706.01(U) includes entities.

Section 1706.08(A) makes the operating agreement the first source for relations among members and with the company. Section 1706.31(A) expressly contemplates “one or more managers” designated to supervise or manage. An agreement among multiple members may be written or oral; the sole member's declaration is written under § 1706.01(R). Written form matters separately when varying duties or liability under § 1706.08(B).

Apply the correct vote to the actual decision

Under Ohio Rev. Code § 1706.30(B)(1), an ordinary-course matter “may be decided by a majority of the members.” That is a member count, not a profit-interest percentage. Section 1706.30(C)(1) instead requires all members for amending the operating agreement and for acts outside the ordinary course. Section 1706.082(A) recognizes an agreement-authorized amendment manner, including specified approvals or conditions.

These are general decision rules. A manager transition must first be matched to the agreement and the type of decision; the statute does not classify every appointment or removal as an ordinary-course matter. Section 1706.30(D) permits consent without a meeting and requires a signed appointing record when a member uses a proxy or other agent.

Read resignation and succession with the manager contract

Designation under Ohio Rev. Code § 1706.01(O) includes the person's agreement to serve. Apply the governing arrangement to the recipient and delivery of a resignation, its effective date, vacancy triggers, and the selection of a successor. A successor must satisfy the same statutory definition. Section 1706.311(H) expressly preserves the manager's contractual obligations; ending the governance role is therefore not a determination of contractual remedies.

Keep membership and public authority distinct

Ohio Rev. Code § 1706.411(E) makes death, appointment of a guardian or general conservator, and a tribunal's incapacity determination member-dissociation events; § 1706.411(I) addresses termination of a nonindividual member's legal existence. Section 1706.412(A) ends participation “as a member.” Read the agreement separately for the person's manager role and its succession process.

Articles may include optional matters under § 1706.16(A)(4), but § 1706.16(C) limits their notice effect to the mandatory matters in (A)(1)-(3). The statutory agent's signed acceptance is a formation-filing requirement; it is a different office from a manager.

Section 1706.19(A) permits an authority statement naming a person or a position. The company can amend or cancel it through the filing in (B); a named person may file a denial under § 1706.20. Section 1706.19(F) makes that denial an amendment of the authority statement. These filings address transaction authority, while internal manager designation follows the company arrangement.

Separate surviving obligations from the end of office

Ohio Rev. Code § 1706.412(C) says dissociation does not itself discharge a debt, obligation, or liability incurred while a member. For managers, § 1706.311(H) preserves contract obligations and duties in other capacities. The manager's loyalty and care rules are in § 1706.311; monetary relief for a care violation has the conditions and express opt-out rules in (E). Section 1706.08(B) permits written duty and liability variations while preserving the implied covenant and liability for its bad-faith violation.

Section 1706.18 separately governs power to bind the company; § 1706.19(C) protects a value-giving person relying on an effective authority statement unless that person has contrary knowledge. Section 1706.32 permits indemnification, expense advancement or reimbursement, and insurance. A manager transition alone does not decide those separate questions.

What trips people up

• A generic majority resolution can miss the agreement's amendment process or the all-member rule for an act outside the ordinary course.
• Membership events and manager succession need separate treatment; the dissociation consequences expressly concern participation as a member.
• An effective authority statement can continue to matter to a person giving value. Review amendment, cancellation, or denial alongside the internal change.

Common questions

Can members waive all liability for a bad-faith covenant breach?

Section 1706.08(B)(2) expressly prohibits eliminating or limiting liability for an act or omission constituting a bad-faith violation of the implied covenant of good faith and fair dealing.

Does a member's dissociation end all prior fiduciary issues?

Section 1706.412(B) continues the member's loyalty and care duties for matters arising and events occurring before dissociation, with a separate winding-up qualification. This is a member-duty rule; manager duties require their own analysis under § 1706.311.

Statutes and sources

Ohio Rev. Code § 1706.01(O), (P), (R), (U)

(O) "Manager" means any person designated by the limited liability company or its members with the authority to manage all or part of the activities or affairs of the limited liability company on behalf of the limited liability company, which person has agreed to serve in such capacity, whether such person is designated as a manager, director, officer, or otherwise. (P) "Member" means a person that has been admitted as a member of a limited liability company under section 1706.27 of the Revised Code and that has not dissociated as a member. (R) "Operating agreement" means any valid agreement, written or oral, of the members, or any written declaration of the sole member, as to the affairs and activities of a limited liability company and any series thereof. "Operating agreement" includes any amendments to the operating agreement. (U) "Person" means an individual, entity, trust, estate, government, custodian, nominee, trustee, personal representative, fiduciary, or any other individual, entity, or series thereof in its own or any representative capacity, in each case, whether foreign or domestic. As used in this division, "government" includes a country, state, county, or other political subdivision, agency, or instrumentality.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.08(A), (B)(1)-(3)

(A) Except as otherwise provided in divisions (B) and (C) of this section, both of the following apply: (1) An operating agreement governs relations among the members as members and between the members and the limited liability company. (2) To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter. (B)(1) To the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by an operating agreement, those duties may be expanded or restricted or eliminated by a written operating agreement. However, an operating agreement may not eliminate the implied covenant of good faith and fair dealing. (2) A written operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including breach of fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement. However, an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied covenant of good faith and fair dealing. (3) A member, manager, or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the operating agreement.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.082(A)

(A) An operating agreement may be amended upon the consent of all the members of a limited liability company or in such other manner authorized by the operating agreement. If an operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law; except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.16

1706.16. (A) In order to form a limited liability company, one or more persons shall execute articles of organization and deliver the articles to the secretary of state for filing. The articles of organization shall set forth all of the following: (1) The name of the limited liability company; (2) The name and street address of the limited liability company's statutory agent and a written acceptance of the appointment that is signed by the agent; (3) If applicable, a statement as provided in division (B)(3) of section 1706.761 of the Revised Code; (4) Any other matters the organizers or the members determine to include in the articles of organization. (B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time specified in the articles of organization. (C) The fact that articles of organization are on file in the office of the secretary of state is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact. (D) An operating agreement may be entered into before, at the time of, or after the filing of the articles of organization. Regardless of when the operating agreement is entered into, it may be made effective as of the filing of the articles of organization or any other time provided in the operating agreement.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.18

1706.18. No person shall have the power to bind the limited liability company, or a series thereof, except: (A) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the operating agreement; (B) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to division (A) of section 1706.30 of the Revised Code; (C) To the extent provided in section 1706.19 of the Revised Code; (D) To the extent provided by law other than this chapter.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.19(A)-(C), (F)

(A) A limited liability company, on behalf of itself or a series thereof, may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of authority. Such a statement: (1) Shall include the name and registration number of the limited liability company; (2) May state the authority of a specific person, or, with respect to any position that exists in or with respect to the limited liability company or series thereof, of all persons holding the position, to enter into transactions on behalf of the limited liability company or series thereof. (B) To amend or cancel a statement of authority filed by the secretary of state, a limited liability company shall, on behalf of itself or a series thereof, deliver to the secretary of state for filing an amendment or cancellation on a form prescribed by the secretary of state stating all of the following: (1) The name and registration number of the limited liability company; (2) The date of filing of the statement of authority to which the amendment or cancellation statement pertains; (3) The contents of the amendment or a declaration that the statement to which it pertains is canceled. (C) An effective statement of authority is conclusive in favor of a person that gives value in reliance on the statement, except to the extent that when the person gives value the person has knowledge to the contrary. (F) Upon filing, a statement of denial filed pursuant to section 1706.20 of the Revised Code operates as an amendment, under division (B) of this section, of the statement of authority to which the statement of denial pertains.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.20

1706.20. A person named in a filed statement of authority may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of denial that does both of the following: (A) States the name and registration number of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; (B) Denies the person's authority.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.30(A)-(D)

(A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members. (2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series. (3) Division (A)(1) of this section shall not apply to the activities and affairs of a series. (B)(1) Except as provided in division (C) of this section, a matter in the ordinary course of activities of the limited liability company may be decided by a majority of the members. (2) Except as provided in division (C) of this section, a matter in the ordinary course of activities of a series may be decided by a majority of the members associated with the series. (3) Division (B)(1) of this section shall not apply to matters of a series. (C)(1) The consent of all members is required to do any of the following: (a) Amend the operating agreement; (b) File a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency; (c) Undertake any act outside the ordinary course of the limited liability company's activities; (d) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members. (2) The consent of all members associated with a series is required to do either of the following: (a) Undertake any act outside the ordinary course of the series' activities; (b) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series. (D) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.31(A)

(A) Unless either a written operating agreement for the limited liability company or a written agreement with a member establishes additional fiduciary duties, in the event that there have been designated one or more managers to supervise or manage the activities or affairs of the limited liability company, the only obligation a member owes, in the member's capacity as a member, to the limited liability company and the other members is to discharge the member's duties and obligations under this chapter and the operating agreement in accordance with division (E) of this section. Divisions (C) and (D) of this section shall not apply to such a member.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.311(A), (C), (E), (G), (H)

(A) Unless either a written operating agreement for the limited liability company or a written agreement with a manager establishes additional fiduciary duties or the duties of the manager have been modified, waived, or eliminated as contemplated by section 1706.08 of the Revised Code, the only fiduciary duties of a manager to the limited liability company or its members are the duty of loyalty and the duty of care set forth in divisions (C) of this section. (B) A manager's duty of loyalty to the limited liability company and its members is limited to the following: (1) To account to the limited liability company and hold for it any property, profit, or benefit derived by the manager in the conduct and winding up of the limited liability company business or derived from a use by the manager of limited liability company property or from the appropriation of a limited liability company opportunity; (2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a party having an interest adverse to the limited liability company. (C) A manager's duty of care to the limited liability company in the conduct and winding up of the limited liability company activities is limited to acting in good faith, in a manner the manager reasonably believes to be in or not opposed to the best interests of the limited liability company. (E) A manager shall be liable for monetary relief for a violation of the manager's duties under division (C) of this section only if it is proved that the manager's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the limited liability company or undertaken with reckless disregard for the best interests of the company. This division does not apply if, and only to the extent that, at the time of a manager's act or omission that is the subject of complaint, either of the following is true: (1) The articles or the operating agreement of the limited liability company state by specific reference to division (E) of this section that the provisions of this division do not apply to the limited liability company. (2) A written agreement between the manager and the limited liability company states by specific reference to division (E) of this section that the provisions of this division do not apply to the manager. (G) A manager shall discharge the duties to the limited liability company and the members under this chapter and under the operating agreement and exercise any rights consistently with the implied covenant of good faith and fair dealing. (H) Nothing in this section affects the duties of a manager who acts in any capacity other than the manager's capacity as a manager. If a manager of a limited liability company also is a member of the limited liability company, the actions taken in the capacity as a member of the limited liability company shall be subject to section 1706.31 of the Revised Code. Nothing in this section affects any contractual obligations of a manager to the limited liability company.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.32

1706.32. A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.411(E), (I)

(E) In the case of a person who is an individual, the person dies, a guardian or general conservator is appointed for the person, or a tribunal determines that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement. (I) In the case of a member that is not an individual, the legal existence of the person otherwise terminates.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.412

1706.412. (A) A person who has dissociated as a member shall have no right to participate as a member in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (B) Upon a person's dissociation, the member's duty of loyalty and duty of care under divisions (C) and (D) of section 1706.31 of the Revised Code continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the limited liability company's business pursuant to section 1706.472 of the Revised Code. (C) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member.

Official enrolled SB 276, accessed September 30, 2026.

Ohio Rev. Code § 1706.83

1706.83. On and after January 1, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after January 1, 2022, every foreign limited liability company that registers a name in this state on or after January 1, 2022, every foreign limited liability company that has registered a name in this state prior to January 1, 2022, and every foreign limited liability company that has filed an application for registration as a foreign limited liability company prior to January 1, 2022, pursuant to Chapter 1705. of the Revised Code.

Official enrolled SB 276, accessed September 30, 2026.

Pending liability proposal

SB 146 remains in House Judiciary according to the official action history, checked October 7, 2026. Its Senate-passed text proposes § 2307.36(C)(6), including:

A court shall not find the covered person to have engaged in the conduct described in division (B)(2) of this section solely as a result of any of the following actions, events, or relationships:

(6) In the case of a covered entity that is a limited liability company, the covered person or its employees or agents serves as the manager of the covered entity.