LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in South Carolina
At a glance
| Governing law, entity, manager, member, and scope | South Carolina Uniform Limited Liability Company Act of 1996, title 33, chapter 44; ordinary domestic manager-managed LLC and a person vested with manager authority under § 33-44-301—not a member acting only as member, officer, employee, organizer, winding-up actor, or regulated entity |
|---|---|
| Manager-managed election and operating-agreement override | The articles must designate manager management and name each initial manager. The operating agreement, which need not be written, governs member-manager-company relations and overrides chapter defaults except § 33-44-103(b)'s nonwaivable limits; articles control third-party detrimental reliance (§§ 33-44-101, -103, -203) |
| Appointment actor, threshold, and record | Articles name every initial manager; designation, appointment, election, removal, and replacement require majority-of-members vote, approval, or consent—headcount, not a stated economic percentage. Action may occur without a meeting, and a proxy requires a signed appointment instrument (§§ 33-44-203(a)(6), -404(b)(3), (d)-(e)) |
| Eligibility, number, and term | A manager may be a member or nonmember and a 'person,' including an individual or entity; the Act contemplates one or multiple managers. No express age, residency, licensing, or fixed manager term; the default is holdover until a successor is elected and qualified unless earlier resignation or removal (§§ 33-44-101(10), (14), -404(b)) |
| Removal actor, threshold, notice, cause, and timing | A majority of the members may remove a manager. The Act states no default cause, advance-notice, meeting, written-consent, acceptance, filing, or effective-time condition; valid operating-agreement terms control additional requirements (§§ 33-44-103, -404(b)(3), (d)-(e)) |
| Resignation, acceptance, timing, and successor | A manager may resign before a successor is elected and qualified, but the Act gives no separate resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. The agreement controls those details and advance successor selection (§§ 33-44-103, -404(b)(3)) |
| Vacancy, successor, holdover, death, and incapacity | A manager holds over until a successor is elected and qualified unless earlier resignation or removal; replacement uses the same majority-of-members default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 33-44-404(b)(3)) |
| Member-manager status, dissociation, and filings | Member dissociation ends membership and participation as a member but does not expressly remove a separately appointed nonmember-eligible manager; manager cessation likewise does not itself end membership. Articles must name initial managers, but the Act requires no later manager-change filing; articles may be amended, while agency consequences follow §§ 33-44-301 and -404 (§§ 33-44-101, -203 to -204, -601 to -603) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | The Act states no special debt-discharge or survival rule triggered by manager cessation. Status alone does not create company-debt liability, but authorized/actionable conduct, unlawful distributions, agency, fiduciary duties, contract/employment rights, member expulsion, and judicial dissolution remain separate (§§ 33-44-301 to -303, -407, -409 to -410, -601, -801) |
Requirements one by one
Manager management begins in the articles
South Carolina differs from states that put the management election only in the operating agreement. Sections 33-44-101(11) and § 33-44-203(a)(6) require the articles to designate the company as manager-managed and to name and address each initial manager.
Internally, however, the operating agreement controls over inconsistent articles language except for nonwaivable rules. Under § 33-44-103, the agreement need not be written and Chapter 44 supplies the defaults only where the agreement does not. The articles can still control for an outsider who reasonably relies on them to that person's detriment.
Member headcount controls appointment and replacement
Section 33-44-404(b)(3) requires a vote, approval, or consent of a majority of the members to designate, appoint, elect, remove, or replace a manager. The statute uses member headcount, not a stated distributional-interest or capital- contribution percentage.
The articles are the public record for every initial manager. Later action may be taken without a meeting under § 33-44-404(d), and a member may act by a proxy appointed in a signed instrument. Chapter 44 states no separate writing, company-record, or Secretary of State filing requirement for a later manager vote or consent.
Holdover is explicit; resignation and vacancy mechanics are not
The manager holds office until a successor is elected and qualified unless the manager sooner resigns or is removed. This avoids a vacancy merely because a selection has been delayed, but Chapter 44 gives no separate manager- resignation form, delivery recipient, advance period, acceptance rule, or future-effective mechanism.
The Act likewise gives no general manager-vacancy notice or procedure keyed to death, incapacity, entity termination, disqualification, or a fixed manager term. The operating agreement supplies those details. When a replacement is needed, § 33-44-404(b)(3) returns to the majority-of-members rule.
Member dissociation and manager office remain distinct
Sections 33-44-601 and 33-44-603 end membership and the dissociated person's right to participate in management as a member. They do not state that dissociation removes a separately appointed manager, and § 33-44-101(10) expressly permits a manager who is not a member. The operating agreement or a majority-member removal therefore governs the manager office separately.
The reverse is also separate: Chapter 44 does not make manager resignation or removal a member-dissociation event. The original articles must name initial managers, but § 33-44-204 only permits rather than mandates a later articles amendment for a manager change. Any resulting agency question remains governed separately by § 33-44-301 and the complete public and company record.
Ending office does not decide the other legal layers
Section 33-44-303 says manager status alone does not make company debt the manager's debt. Chapter 44 states no separate rule discharging or preserving a former manager's own obligations solely because the office ends.
Sections 33-44-301-.302 separately address agency and company liability for authorized or ordinary-course conduct; § 33-44-407 addresses unlawful- distribution liability; and §§ 33-44-409-.410 address standards of conduct and legal or equitable enforcement. Section § 33-44-801 provides judicial- dissolution grounds, not an ordinary judicial manager-removal procedure. A manager change therefore does not itself decide authority, employment or service contracts, compensation, fiduciary claims, member expulsion, or judicial relief.
What trips people up
- The articles and agreement do different jobs. The articles elect manager management and name initial managers; the operating agreement governs the internal relationship and can change most statutory defaults.
- A majority means members, not economic interests. Chapter 44 does not make the default appointment or removal vote proportional to distributions or contributions.
- “Until a successor” is a holdover, not a resignation procedure. The Act recognizes earlier resignation but supplies none of the delivery, acceptance, or timing mechanics.
- Membership and manager office do not automatically end together. A nonmember may serve as manager, and the member-dissociation provisions do not expressly terminate a separate manager appointment.
Common questions
Must a South Carolina LLC manager be a member or an individual?
No. The definition of manager expressly permits a nonmember, and the definition of person includes individuals and many forms of entities.
May members remove a manager without proving cause?
The statutory default requires approval or consent of a majority of the members and states no cause prerequisite. Valid operating-agreement terms may add cause, notice, or another process.
Must a manager submit a statutory resignation form?
Chapter 44 recognizes resignation as an event ending the holdover but provides no manager-resignation form, filing, delivery recipient, advance period, or acceptance rule. Those mechanics ordinarily come from the operating agreement.
Must later managers be added to the articles?
The articles must name each initial manager. Chapter 44 permits articles amendment but does not state an event-driven amendment requirement for each later appointment, removal, resignation, or replacement.
Statutes and sources
- S.C. Code §§ 33-44-101, -103, and -203 to -204 — manager, person, and manager-managed definitions; operating-agreement hierarchy; initial-manager articles information; and articles amendment. Official Chapter 44 (accessed August 29, 2026).
- S.C. Code §§ 33-44-301 to -303 and -404 — agency, company and status- based liability, manager appointment and replacement actor, majority-member threshold, holdover, resignation, removal, no-meeting action, and proxies. Official Chapter 44 (accessed August 29, 2026).
- S.C. Code §§ 33-44-407 and -409 to -410 — unlawful-distribution liability, manager standards of conduct, and legal or equitable enforcement boundaries. Official Chapter 44 (accessed August 29, 2026).
- S.C. Code §§ 33-44-601 to -603 and -801 — member-dissociation events and effects and separate judicial-dissolution grounds. Official Chapter 44 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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