LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Utah
At a glance
| Governing law, entity, manager, member, and scope | Utah Revised Uniform LLC Act, Title 16 ch. 20; ordinary domestic manager-managed LLC and statutory manager office, distinct from member, employee or agent (§§ 16-20-101, -407) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless agreement says manager-managed, managed by managers, vested in managers or similar. Agreement governs manager rights/duties; Act fills gaps subject to filing, duty, good-faith, misconduct, information, action and dissolution floors (§§ 16-20-107, -407(1)) |
| Appointment actor, threshold, and record | Manager may be chosen anytime by consent of majority of members—headcount, not ownership percentage. No meeting required; signed proxy/agent appointing record allowed. Agreement may vary (§ 16-20-407(3)(d), (4)) |
| Eligibility, number, and term | Manager need not be member and may be individual or entity. One or multiple managers; equal manager rights and manager-majority ordinary decisions. No ordinary age, residency, licensing, fixed-term or number rule stated; successor holdover (§§ 16-20-101(12), (18), -407(3)) |
| Removal actor, threshold, notice, cause, and timing | Member majority may remove manager anytime without notice or cause. No separate meeting, writing, acceptance, filing or effective-time condition stated in § 16-20-407; valid agreement variations govern (§§ 16-20-107, -407(3)(d), (4)) |
| Resignation, acceptance, timing, and successor | Resignation ends statutory holdover; agreement governs manager rights/duties and Act fills gaps. Members may choose successor anytime; § 16-20-407 states no resignation form or acceptance condition (§§ 16-20-107, -407(3)(d)) |
| Vacancy, successor, holdover, death, and incapacity | Manager holds until successor unless earlier resignation, removal, death or nonindividual termination; member majority may choose replacement anytime (§ 16-20-407(3)(d)) |
| Member-manager status, dissociation, and filings | Member dissociation removes member-manager; manager cessation alone leaves membership. Certificate does not require manager roster. Shared annual report lists each director and principal officer, not a manager field; optional authority statement affects outsiders (§§ 16-20-201(2), -302, -407(3)(e), 16-1a-212(2), (4)) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Cessation does not discharge liabilities to LLC/members incurred while manager. Company debts remain company debts; membership alone is not agency. Authority statements, duties, indemnification, employment contracts, judicial member expulsion and dissolution are distinct (§§ 16-20-301 to -304, -407(3)(f), -408 to -409, -602) |
Requirements one by one
Management election and agreement
Utah's LLC is member-managed unless its operating agreement says manager-managed, managed by managers, vested in managers, or uses similar words. The agreement governs manager rights and duties, while the Act supplies defaults subject to statutory filing, duty, good-faith and other limits. The manager office is distinct from member status. Utah Code §§ 16-20-101(12), -107, -407(1); 2026 S.B. 40 § 297.
Appointment and eligibility
A manager may be chosen at any time by consent of a majority of members. The denominator is members, not economic interest. Member action may occur without a meeting, and a member may appoint a proxy or other agent by signed appointing record. A manager need not be a member; “person” includes individuals and entities. One manager may decide ordinary matters; where there are several, a manager majority ordinarily decides and each has equal rights. Utah Code §§ 16-20-101(18), -407(3)-(4).
Removal, resignation and successor
A majority of members may remove a manager at any time without notice or cause. A manager holds office until a successor is chosen unless earlier resignation, removal, death, or termination of a nonindividual manager occurs. The members may choose a successor at any time. Section 16-20-407(3)(d) does not prescribe a separate resignation form, acceptance, or fixed manager term; agreement and other applicable contracts may address them. Utah Code §§ 16-20-107, -407(3)(d).
Member status and public records
Dissociation of a member who is also manager ends the manager office; ending manager office alone does not dissociate the member. The certificate of organization lists the LLC name, principal office, registered-agent information and special-purpose details, rather than a general manager roster. The new shared annual report requires the name and address of each director and principal officer and current information when executed. That text does not separately name the manager office. A filed statement of authority may address a person's or position's power toward outsiders; it is a separate record from the internal appointment. Utah Code §§ 16-20-201(2), -302, -407(3)(e), 16-1a-212(2), (4).
Continuing liability and other boundaries
Ceasing to be manager does not discharge debt or liability to the LLC or members incurred while manager. Company debt is not personal manager debt merely because of the office (Utah Code § 16-20-304), and member status alone does not create agency. The indemnification rule covers qualifying former-manager claims (Utah Code § 16-20-408(2)); the conduct standards apply to managers (Utah Code § 16-20-409(9)); member dissociation has separate express-will and agreement-event routes (Utah Code § 16-20-602(1)-(2)). Separate sections address filed authority; employment, compensation, contract rights, judicial member expulsion, and dissolution require separate analysis. Utah Code §§ 16-20-301, -304, -407(3)(f), -408(2), -409(9), -602(1)-(2).
What trips people up
- The appointment and removal vote is a majority of members by headcount. Utah Code § 16-20-407(3)(d).
- Removal expressly requires neither notice nor cause under the statutory default. Utah Code § 16-20-407(3)(d).
- The October 2026 annual-report text uses director and principal-officer fields; it does not use the former “governing person” field. Utah Code § 16-1a-212(2); 2026 S.B. 40 § 297.
Common questions
Must a manager also own an interest?
No. A manager need not be a member. Utah Code § 16-20-407(3)(e).
Does removal end membership?
No. Ceasing to be manager does not itself dissociate a person who is also a member. Utah Code § 16-20-407(3)(e)(ii).
Statutes and sources
- Utah Code §§ 16-20-101, -107, -201, -301 to -304, -407 to -409, and -602; § 16-1a-212; 2026 S.B. 40 § 297. Current manager, election, appointment, removal, filing and liability rules. Official enrolled S.B. 40 (accessed October 1, 2026). Brackets mark deleted prior words; unbracketed replacements govern.
Source links
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