LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Oregon
At a glance
| Governing law, entity, manager, member, and scope | Oregon Limited Liability Company Act, ORS Chapter 63; ordinary domestic manager-managed LLC and person designated by members to manage under ORS 63.001(19)-(20)—not a member acting only as member, employee, agent, organizer, professional, or regulated entity |
|---|---|
| Manager-managed election and operating-agreement override | Articles must state manager management. The written or oral operating agreement may regulate management consistently with law/articles and may change appointment, removal, resignation, succession, and vote defaults, subject to statutory duty limits (ORS 63.047(1)(d), 63.057, 63.130, 63.155(10)) |
| Appointment actor, threshold, and record | Manager designation, appointment, election, and replacement require majority-of-members approval—headcount, not a stated economic percentage—unless articles/agreement differ. Action may occur without meeting; a proxy uses a signed appointment instrument. No appointment filing (ORS 63.130(2)(c), (5)-(6)) |
| Eligibility, number, and term | Manager is a 'person' and need not be a member; person means individual or entity. One or multiple managers are contemplated. No express age, residency, licensing, fixed-term, or number default; holdover continues until successor election/qualification unless earlier resignation/removal (ORS 63.001(19), (28), 63.130(2)) |
| Removal actor, threshold, notice, cause, and timing | A majority of members may remove a manager unless articles/agreement differ. The Act states no default cause, meeting, notice, written-consent, acceptance, filing, or effective-time condition; action without meeting and signed proxy are available (ORS 63.130(2)(c), (5)-(6)) |
| Resignation, acceptance, timing, and successor | A manager may resign before successor qualification, but Chapter 63 gives no separate form, signature, recipient, notice period, acceptance, filing, future-effective rule, or advance-successor procedure. Articles/agreement control (§§ 63.057, 63.130(2)(c)(B)) |
| Vacancy, successor, holdover, death, and incapacity | Replacement uses the same majority-of-members default; incumbent holds over until successor election and qualification unless earlier resignation/removal. No vacancy-event list, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (ORS 63.130(2)(c)) |
| Member-manager status, dissociation, and filings | Cessation of membership does not expressly end a separate manager office, and manager cessation does not itself end membership; manager need not be a member. Articles disclose management mode, annual reports name managers, and report information may be updated anytime, but no mandatory event-driven manager-change filing (ORS 63.001, 63.047, 63.265, 63.787) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Manager status alone creates no company-debt liability. Agency, duties, liability limits/indemnification, employment/contracts, member withdrawal/expulsion, and judicial dissolution remain separate; Chapter 63 states no cessation-specific debt discharge (ORS 63.140, 63.155, 63.160-.170, 63.205, 63.209, 63.661) |
Requirements one by one
The articles elect manager management
Oregon's articles must state that the LLC is manager-managed or managed by one or more managers under ORS 63.047(1)(d). The operating agreement may be written or oral and may regulate management consistently with law and the articles under ORS 63.057.
Those documents may change the statutory appointment, removal, resignation, succession, meeting, and voting defaults. The duty provisions in ORS 63.155(10) preserve specified limits on what the documents may eliminate.
Appointment and removal use member headcount
Under ORS 63.130(2)(c)(A), a majority of the members designates, appoints, elects, removes, or replaces a manager. The statute uses member headcount, not a stated distribution, contribution, or ownership percentage.
The action may be taken without a meeting, and a member may use a proxy appointed through a signed instrument, unless the articles or operating agreement provide otherwise. Chapter 63 states no separate appointment filing, notice period, written-consent form, or effective-time rule.
Holdover is explicit; resignation and vacancy mechanics are not
Section 63.130(2)(c)(B) keeps the manager in office until a successor is elected and qualified unless the manager sooner resigns or is removed. Chapter 63 does not prescribe a manager-resignation form, signature, recipient, advance period, acceptance, filing, or future-effective mechanism.
The same majority-member rule covers replacement, but the Act gives no general vacancy list or procedure keyed to death, incapacity, entity termination, disqualification, or term expiration. Those details come from the articles, operating agreement, and other applicable law.
Membership and public reporting are separate layers
The Act expressly permits a manager who is not a member. Section 63.265 lists events ending membership but does not say they automatically terminate a separate manager appointment; manager resignation or removal likewise is not a listed membership-cessation event.
The articles disclose manager management but do not have to identify every manager. Under ORS 63.787, the annual report names and addresses all managers and must be current within 30 days before the anniversary. The LLC may update that information at any time, but Chapter 63 states no mandatory event-driven manager-change filing.
Ending office does not decide the other legal layers
Section 63.165 says manager status alone does not make company debt the manager's debt. Section 63.140 separately governs agency, ORS 63.155 governs duties, and ORS 63.160 addresses liability limits and indemnification subject to mandatory exceptions.
Manager cessation therefore does not itself resolve prior conduct, authority, employment or service contracts, compensation, fiduciary claims, indemnification, membership withdrawal or expulsion, or judicial-dissolution remedies under ORS 63.661.
What trips people up
- The default vote is member headcount. A majority economic owner does not necessarily control a manager change.
- A manager may be an entity. Oregon defines person as an individual or entity and does not require the manager to be a member.
- Resignation is recognized but not proceduralized. The holdover ends on resignation, but the Act gives no delivery, acceptance, or timing process.
- Annual-report identity is not appointment. The internal member action changes the office; the annual report is a separate public disclosure.
Common questions
Must an Oregon LLC manager be a member or individual?
No. A manager need not be a member, and the statutory definition of person includes an individual or entity.
May members remove a manager without proving cause?
The statutory default requires majority-member approval and states no cause condition. Valid articles or operating-agreement terms may add one.
Does Oregon provide a statutory manager resignation form?
No general manager-resignation form, delivery recipient, notice period, acceptance rule, or filing appears in Chapter 63.
Who fills a manager vacancy?
A majority of the members replaces the manager under the default, subject to the articles and operating agreement.
Statutes and sources
- ORS 63.001, 63.047, and 63.057 — manager, manager-managed, operating- agreement, and person definitions; articles management election; and agreement hierarchy. Official Chapter 63 (accessed August 29, 2026).
- ORS 63.130 — appointment, removal, replacement, majority-member threshold, holdover, resignation, no-meeting action, and proxy. Official Chapter 63 (accessed August 29, 2026).
- ORS 63.140, 63.155, 63.160, and 63.165 — agency, duties, liability limits, indemnification, and status-based liability. Official Chapter 63 (accessed August 29, 2026).
- ORS 63.205, 63.265, 63.661, and 63.787 — member withdrawal and cessation, judicial-dissolution boundary, and manager annual-report disclosure and updates. Official Chapter 63 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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