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

At a glance

Requirements one by one

The company agreement chooses the management model first

Business Organizations Code § 101.052 makes the company agreement the primary source for relations among members and managers and for other internal affairs. When it is silent, Chapter 101 and applicable Title 1 provisions supply the default. Most of those defaults can be modified subject to § 101.054's protected list.

Section 101.251 then uses a two-step manager-managed test. The company agreement controls if it chooses management by managers. If the agreement is silent, the certificate of formation controls: managers govern if the certificate says the company has managers; otherwise members govern.

Initial managers are public; later selection follows the agreement and vacancy rules

Section 3.010 requires the certificate to state whether the LLC initially has managers and, if so, the name and address of each initial manager. Section 101.302 makes their number the initial statutory manager count unless the company agreement provides for an increase or decrease.

Chapter 101 does not supply a single general later-appointment vote for every nonvacancy addition. The company agreement controls that selection. For an actual vacancy, § 101.305 supplies two default routes: a majority of remaining managers may fill it even if they do not constitute a quorum, or members may fill it at a meeting called for that purpose.

Texas defaults to per-person voting, not profit-interest voting

For a member vote, § 101.354 gives each member an equal vote. Section 101.353 requires a majority of all members for quorum, and § 101.355 makes a majority of those present at the quorum meeting the company act unless another rule applies. This differs from states that weight a manager-removal vote by profit interest.

The company agreement can change the ordinary default. It can also create a class or group right to elect managers. Under § 101.306, only that class or group may remove its elected manager, and only its remaining elected managers or its members may fill the seat.

Eligibility, number, and term are separately stated

The ordinary manager lifecycle appears in §§ 101.302-101.307. Section 101.302 permits one or more managers and expressly rejects both Texas- residency and membership qualifications. A manager can therefore be a nonmember, and loss of membership is not itself a statutory qualification failure under the ordinary manager subchapter.

Under § 101.303, a manager serves the elected term, if any, and until a successor is elected, unless resignation, removal, or death occurs earlier. The company agreement may also create staggered or nonuniform terms under § 101.307.

Removal requires a member meeting called for that purpose

Section 101.304 permits removal with or without cause, but specifies a meeting of members called for that purpose. The general meeting mechanics appear in §§ 101.352-101.355. In a manager-managed LLC, § 101.352(b) requires written notice not later than the 10th day or earlier than the 60th day before the member meeting; the notice must state the business or purpose when the meeting is special.

The default vote is the equal-vote, quorum, and majority-present rule described above. A class- or group-elected manager is different: § 101.306(a) reserves removal to the electing class or group. Read the company agreement before using either default.

Resignation ends the term, but the agreement supplies the procedure

Section 101.303 names resignation as an event that ends the manager's term before successor election. Sections 101.301-101.307 do not state a general manager- resignation form, recipient, acceptance rule, advance-notice period, or future- effective mechanism. Those details therefore depend on the company agreement and any separate service or employment terms.

Vacancy fillers and the replacement term are express

The majority of remaining managers can fill an ordinary vacancy without regard to quorum, or members can fill it at a purpose-specific meeting. Under § 101.305(b), the replacement serves the predecessor's unexpired term, if any.

Class and group seats remain protected after vacancy. Section 101.306(b) limits the fillers to a majority of the remaining managers elected by that class or group or a majority of the class or group members. Death is an express early termination event; the ordinary manager subchapter does not separately list incapacity or termination of an entity manager.

Membership, manager office, and public records do not collapse into one event

Texas does not require a manager to be a member, and the ordinary manager subchapter does not make loss of member status an automatic manager-removal event. The company agreement may create a connection between those roles, but the statute does not supply California's automatic member-manager dissociation rule.

The certificate publicly identifies the initial managers. Section 3.0611 lets a restated certificate omit old manager statements or insert current manager names and addresses and says that omission or insertion is not an amendment requiring member approval. Separately, the Secretary of State explains that the annual Comptroller Public Information Report lists the managers serving when the report is filed. Internal office, certificate restatement, and tax reporting are separate steps.

Authority, duties, and liability require separate analysis

Under § 101.254, each governing person is an agent for company business, and the section states when an ordinary-course act binds the LLC. That rule turns on actual authority and the counterparty's knowledge, not merely whether an internal manager-transition document was signed.

Current §§ 101.401-101.402 separate duties and indemnification. Section 101.401 permits the company agreement to expand, restrict, or eliminate duties, including fiduciary duties, and related liabilities. Under § 101.402, the LLC may separately provide indemnification, expense advancement, and insurance. The manager subchapter does not say that resignation or removal automatically releases a prior liability, ends a service contract, or resolves a disputed transaction.

What trips people up

• Texas's default member vote is per person, not weighted by contributions, distributions, or profit interest.
• Removal requires a member meeting called for that purpose; the vacancy rule separately lets remaining managers act without a quorum.
• A class-elected manager can be removed and replaced only through the class or group routes in § 101.306.
• A manager change, certificate restatement, and annual PIR update are distinct records with different legal functions.

Common questions

Must a Texas LLC manager be a member or Texas resident?

No. Section 101.302(d) expressly rejects both qualifications.

Can members remove a manager without cause?

Yes under § 101.304, at a member meeting called for that purpose and subject to any valid company-agreement or class/group rule.

Can the remaining managers fill a vacancy without a quorum?

Yes. Section 101.305(a)(1) expressly allows a majority of the remaining managers to act without regard to whether they constitute a quorum.

Does the replacement receive a new full term?

Not under the default vacancy rule. The replacement serves the predecessor's unexpired term, if any.

Statutes and sources

• Tex. Bus. Orgs. Code §§ 3.010 and 3.0611 — initial-manager certificate disclosures and optional current-manager restatement. Official current Chapter 3 (accessed August 29, 2026).
• Tex. Bus. Orgs. Code §§ 101.052, 101.251-101.255, 101.301-101.307, 101.352-101.356, and 101.401-101.402 — agreement control, management election, authority, manager qualifications, term, removal, vacancy, class seats, member meeting and vote defaults, duties, and indemnification. Official current Chapter 101 (accessed August 29, 2026).
• Texas Secretary of State Formation FAQs — annual Comptroller PIR manager disclosure. Official current guidance (accessed August 29, 2026).