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

At a glance

Requirements one by one

Tennessee separates the manager office from membership

The Tennessee Revised Limited Liability Company Act defines a manager as a person vested with authority under § 48-249-401(b). Its definition of member describes a separate admitted status. “Person” includes both an individual and an entity. This cell covers an ordinary domestic manager-managed LLC, not a legacy-act, professional, foreign, series, regulated, public, or court-supervised company.

The articles make the management election, while the LLC documents govern

Tenn. Code § 48-249-202(a)(4) requires the articles to state whether the LLC is member-, manager-, or director-managed. The ordinary articles need not name the managers.

Section 48-249-205(a) makes the Act a gap filler and broadly permits the LLC documents—the articles and operating agreement—to modify waivable provisions. Appointment, removal, resignation procedure, term, and replacement are not listed among § 48-249-205(b)'s nonwaivable rules. The documents may therefore replace those statutory defaults, although they cannot vary Secretary filing requirements or the preserved conduct-and-liability floors. If the articles and operating agreement conflict on a waivable matter, the articles control.

The default selector is a majority of members by headcount

Under § 48-249-401(b)(3)(A), a manager must be designated, appointed, elected, removed, or replaced by a majority vote of the members. The definition of “majority vote” in § 48-249-102 uses a majority in number of members entitled to vote—headcount—unless the LLC documents use another voting interest.

Tenn. Code § 48-249-405(c) permits the minimum required members to act by signed written consent without a meeting, prior notice, or vote. Electronic consent counts as written and signed. If fewer than all eligible members consent, prompt notice must go to nonsigners, but failure to give that notice does not invalidate the action. Section 48-249-406 requires retention of member proceedings and written consents.

A manager may be a nonmember or an entity and holds over by default

Section 48-249-401(b)(3)(C) says the manager need not be a member. Because the Act defines manager through “person,” and person includes an individual or entity, an entity manager is permitted. The ordinary provisions state no age or Tennessee-residency qualification and contemplate one manager or more than one.

The default term is a successor holdover. Under § 48-249-401(b)(3)(B), a manager remains in office until a successor has been designated, appointed or elected and qualified, unless the manager sooner resigns or is removed.

Removal uses the same majority-member rule

The same § 48-249-401(b)(3)(A) sentence gives a majority vote of members the default power to remove. The Act imposes no cause condition, special advance notice, acceptance, or separate effective-time rule for removal. Section 48-249-405 lets the LLC documents prescribe meeting notice, quorum, consent, record date, proxy, and other procedures, and § 48-249-205 permits a validly different removal process.

The Act acknowledges resignation but does not supply its procedure

Section 48-249-401(b)(3)(B) recognizes resignation as an event that ends the manager's holdover before a successor qualifies. Unlike Tennessee's legacy LLC Act, Chapter 249 does not provide an ordinary manager-resignation section. The current Revised Act states no required writing, signature, delivery recipient, advance-notice period, acceptance, filing, future date or event, or special rule for choosing a successor before a resignation becomes effective.

Those questions therefore depend on the LLC documents and other applicable law. A member's written withdrawal under § 48-249-503(a)(1) is not a substitute for a manager resignation; it concerns the separate membership interest.

Replacement exists, but the statute has no separate manager-vacancy list

A majority vote of members may “replace” a manager, and the holdover rule avoids an ordinary gap while a successor is being chosen. The Revised Act does not separately identify manager vacancies caused by death, termination of an entity manager, incapacity, disqualification, temporary absence, or expiration of an agreement-created fixed term. It also states no special remaining-manager or court filler.

The LLC documents should therefore be checked for those events, the replacement actor and vote, temporary authority, qualifications, and the point at which a successor takes office. The statute's judicial-expulsion route in § 48-249-503(a)(6) expels a member; it is not written as an ordinary judicial manager-removal provision.

Membership changes, manager office, records, and public reports are separate

Sections 48-249-503 to -505 list events that terminate a membership interest and the resulting loss or suspension of member governance rights. Section 48-249-401(b), however, permits a nonmember manager and ends the default holdover through a qualified successor, resignation, or removal. The Act does not state that ending membership automatically ends a separately held manager office or that ending manager office automatically terminates membership. The LLC documents may link the two statuses.

Internally, § 48-249-406 requires a current manager name-and-address list and records of manager proceedings for the last three years. Publicly, § 48-249-1017 requires each manager-managed LLC's annual report to give current manager names and business addresses. Because ordinary articles state the management form but not manager names, these manager-change provisions do not create a standalone event-driven amendment or resignation filing. A special manager or authority provision voluntarily placed in the articles may require a separate articles review.

Cessation does not resolve authority, duties, contracts, or prior conduct

Tenn. Code § 48-249-114 says company debt is not personal solely because a person is or acts as manager, while preserving possible liability for that person's own acts or omissions. Section 48-249-402(b) separately makes each manager an ordinary-course agent subject to actual-authority and counterparty- knowledge limits. Section 48-249-403(h) applies the member loyalty, care, good-faith, and fair-dealing standards to a manager.

Delegation under § 48-249-401(e) does not itself appoint or remove a manager. Ending office likewise does not decide employment, compensation, contract, indemnification, prior-act liability, fiduciary remedies, or authority for a disputed transaction. Judicial dissolution under § 48-249-617 is a separate remedy and not the ordinary manager-removal process.

What trips people up

• The default vote is member headcount. It becomes an economic-interest or class vote only if the LLC documents validly say so.
• The Revised Act has no detailed resignation section. Acknowledging that a manager may resign does not supply a notice recipient, acceptance rule, or effective time.
• Holdover is not a complete vacancy code. Death, entity termination, incapacity, and fixed-term expiration need a document-based answer.
• The annual report is not a prompt event filing. It must contain current manager information when executed, while the ordinary articles identify only the management form.

Common questions

Must a Tennessee LLC manager be a member or an individual?

No. The manager need not be a member, and the Act's definition of person allows an entity to serve.

What vote appoints or removes a manager?

The statutory default is a majority of members by headcount. The LLC documents may use a different valid voting basis or process.

Can members act without a meeting?

Yes. Members holding the minimum required votes may sign a written or electronic consent without a meeting or prior notice. Prompt post-action notice goes to eligible nonsigners, although omission does not invalidate the consent.

Does ending membership automatically remove a member-manager?

The Revised Act does not state an automatic cross-effect. Manager status may be held by a nonmember, while membership termination is governed separately. The LLC documents should be checked for a provision linking the two.

Statutes and sources

• Tenn. Code Ann. §§ 48-249-102, -114, -202 to -205, -401 to -406, -503 to -505, -617, and -1017 — definitions, management election, document control, headcount voting, appointment, removal, replacement, holdover, resignation boundary, eligibility, records, membership termination, annual reports, agency, duties, liability, and judicial-remedy boundary. Current-law Title 48 transform (accessed August 29, 2026 and bridged through current official acts).
• Tenn. Public Acts ch. 286 (2005), ch. 620 (2006), ch. 604 (2020), and ch. 719 (2020) — official enacting and amendment text for the relied-on Revised LLC Act provisions. Official 2005 enacting act and official 2006 amendment act (all four exact official URLs fetched through the required fallback on August 29, 2026).