LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Rhode Island
At a glance
| Governing law, entity, manager, member, and scope | Current Rhode Island Limited Liability Company Act, Chapter 7-16, through Dec. 31, 2027; ordinary domestic manager-managed LLC and a person designated by members as manager—not a member acting only as member, officer, employee, resident agent, winding-up actor, or regulated entity (§ 7-16-2). Enacted replacement begins Jan. 1, 2028 (2026 ch. 247) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless articles or a written operating agreement provide manager management; the articles must state the form and any managers at formation. Articles or written agreement may deny, restrict, or enlarge management rights, qualifications, and number (§§ 7-16-6, -14 to -15) |
| Appointment actor, threshold, and record | Members elect managers for initial positions and vacancies by default. Votes track unassigned capital value; members holding a majority of all such capital value control. Written action without a meeting may use sufficient less-than-unanimous consent with prompt notice unless governing documents change it (§§ 7-16-16(1), -21(a), (c)-(d)) |
| Eligibility, number, and term | Manager may be a member or nonmember and a statutory 'person,' including a natural person or entity. Articles or written agreement may prescribe qualifications and manager number. No statutory fixed term, successor qualification, or holdover default (§§ 7-16-2(19), (24), -15) |
| Removal actor, threshold, notice, cause, and timing | Members may remove any or all managers with or without cause by the capital-value-weighted majority, unless articles or agreement provide otherwise. Less-than-unanimous written consent and prompt notice may replace a meeting; no separate acceptance, event-filing effective-time, or advance-notice rule (§§ 7-16-16(2), -21) |
| Resignation, acceptance, timing, and successor | No general statutory manager-resignation right, form, signature, recipient, notice period, acceptance rule, filing, future-date, or future-event mechanism. Articles or operating-agreement terms must supply any procedure (current Chapter 7-16) |
| Vacancy, successor, holdover, death, and incapacity | Member election fills a manager vacancy using the weighted-majority default. The Act states no general manager holdover, death, resignation, incapacity, entity-termination, disqualification, term-expiration, remaining-manager filler, or advance-successor rule (§§ 7-16-15 to -16, -21) |
| Member-manager status, dissociation, and filings | Manager may be a nonmember, so ending membership does not expressly end manager office; manager cessation likewise is not itself a member exit. Articles must be amended for a manager-of-record or management-form change; company records list all managers, while the annual report does not (§§ 7-16-2, -12, -22, -35, -66) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Manager status alone does not create company-obligation liability. Agency, duties, exculpation limits, wrongful-distribution liability, employment and contract rights, member judicial remedies, dissolution, and preexisting causes of action remain separate (§§ 7-16-17 to -20, -23, -32, -40) |
Requirements one by one
Manager management must appear in the articles
R.I. Gen. Laws § 7-16-2(19)-(24) defines managers as persons designated by the members and permits a nonmember manager to be an operating-agreement party. R.I. Gen. Laws §§ 7-16-14 and 7-16-15 make member management the default unless the articles or a written operating agreement put management under one or more managers. The articles themselves must state the form and identify each manager present at formation under § 7-16-6(a)(6).
The governing documents can deny, restrict, or enlarge management rights and can set manager qualifications and number. The manager may be a member or nonmember and, under the Act's person definition, an individual or entity.
The default member vote follows capital value
Under § 7-16-16, members elect managers to initial positions and vacancies and may remove any or all managers. “Majority” is not headcount. R.I. Gen. Laws § 7-16-21 weights votes by unassigned capital value, and the majority means members representing more than half of all such capital value.
Manager election or removal may also occur without a meeting. Unless the governing documents change the route, sufficient less-than-unanimous written consents may act, followed by prompt notice to every member who could have voted. The statute's unanimity-only exceptions for dissolution, substantially- all-assets transfers, and mergers do not include manager transitions.
Removal may be without cause; resignation has no statutory form
Section 7-16-16(2) expressly permits removal “with or without cause.” The Act states no separate advance-notice, acceptance, event-filing effective-time, or service-contract consequence.
Chapter 7-16 recognizes vacancies and gives the weighted member majority power to fill them, but it does not prescribe a general manager-resignation form, recipient, notice period, acceptance condition, holdover, death, incapacity, entity-termination, disqualification, or fixed-term rule. Those mechanics must come from the articles, operating agreement, and other applicable agreements.
Manager office, membership, and filings remain separate
The Act permits a nonmember manager. Section 7-16-35(a)(4) ends membership when a person assigns the entire membership interest, but does not expressly end a separate manager office. Conversely, manager resignation or removal does not itself assign an interest or end membership.
Public filing is unusually direct. Under § 7-16-12, the articles must be amended when the management form changes or the manager of record changes. The LLC must also keep a current internal list of every manager under § 7-16-22. The annual report in § 7-16-66 has no manager-roster field, so it does not replace the articles amendment.
Ending office does not settle authority or liability
R.I. Gen. Laws § 7-16-23 protects a manager from LLC obligations solely because of manager status. Sections 7-16-17 to -18 separately govern duties and the limits on exculpation; § 7-16-20 governs agency; and § 7-16-32 can impose wrongful-distribution liability.
Ending office therefore does not itself decide employment or compensation contracts, accrued obligations, transaction authority, indemnification, fiduciary claims, member judicial remedies, or dissolution.
A complete replacement act begins in 2028
Enacted 2026 R.I. Pub. Laws ch. 247, §§ 2 and 4 repeals current Chapter 7-16 and installs a replacement effective January 1, 2028. This cell states current law through December 31, 2027. A transition occurring on or after the effective date needs a fresh review under the replacement act rather than a blend of the two regimes.
The enacted text begins: “SECTION 2. Chapter 7-16 of the General Laws entitled ‘The Rhode Island Limited Liability Company Act’ is hereby repealed in its entirety.” Section 4 supplies the delayed effective date.
What trips people up
- The default majority follows capital value, not headcount. Use only unassigned interests in the denominator.
- Removal may be without cause. The documents and service contracts can still add process or consequences.
- A manager-of-record change requires an articles amendment. The annual report does not carry a substitute manager roster.
- The current Act has an enacted sunset. Do not use this regime for a transition effective on or after January 1, 2028 without re-research.
Common questions
May a Rhode Island manager be a nonmember entity?
Yes. Section 7-16-15 says a manager need not be a member, and the person definition includes natural persons and entities.
May members remove every manager without cause?
Yes under the statutory default. A capital-value-weighted majority may remove any or all managers with or without cause unless the articles or agreement provide otherwise.
Does Rhode Island prescribe a manager resignation form?
No general form, delivery recipient, notice period, or acceptance rule appears in current Chapter 7-16. The governing documents should supply the procedure.
Does the annual report update a new manager of record?
No. Current § 7-16-12 requires an articles amendment, while the annual report does not list managers.
Statutes and sources
- R.I. Gen. Laws §§ 7-16-2, -6, -12, and -14 to -16 — manager and person definitions, management form, initial managers, manager-of-record amendment, qualifications, number, election, vacancies, and removal. Official § 7-16-16 (accessed August 29, 2026).
- R.I. Gen. Laws §§ 7-16-17 to -23 and -32 — manager duties, exculpation, manager voting, agency, member voting, records, status-only liability, and wrongful-distribution liability. Official § 7-16-21 (accessed August 29, 2026).
- R.I. Gen. Laws §§ 7-16-35 and -66 — complete-interest assignment and the annual-report fields. Official § 7-16-66 (accessed August 29, 2026).
- 2026 R.I. Public Laws chapter 247, §§ 2 and 4 — complete Chapter 7-16 replacement and January 1, 2028 effective date. Official Public Law (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Rhode Island law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Rhode Island law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace