LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Virginia
At a glance
| Governing law, entity, manager, member, and scope | Virginia Limited Liability Company Act, Va. Code Title 13.1, Chapter 12; ordinary domestic manager-managed LLC and statutory manager office, not a disputed employment, agency, fiduciary, transaction-authority, judicial-remedy, professional-company, series, or dissolution matter (§§ 13.1-1002, 13.1-1024) |
|---|---|
| Manager-managed election and operating-agreement override | Member-managed unless the articles or an operating agreement provide in writing for manager management. Those documents may delegate full or partial management and vary selection, qualifications, number, removal, vacancy, manager voting, delegation, consent, and class defaults (§§ 13.1-1022(A), 13.1-1024) |
| Appointment actor, threshold, and record | Unless the documents provide otherwise, members elect managers. Default member voting is proportional to contributions, and a majority means members holding a majority of all voting power. No-meeting action uses written or electronic signed consents from at least the votes needed at a meeting; proxies are permitted (§§ 13.1-1022(B), (C), (E), 13.1-1024(D)) |
| Eligibility, number, and term | One or more managers; no Virginia residence or membership requirement unless the documents impose one. Because a manager is a person and person includes an entity, an entity may serve. The documents fix number and qualifications; the Act states no age, fixed term, or successor-holdover default (§§ 13.1-603, 13.1-1002, 13.1-1024(A)-(C)) |
| Removal actor, threshold, notice, cause, and timing | Use the removal method in the articles or operating agreement. Only if neither provides one may a majority of all member voting power remove all or fewer managers, with or without cause. The Act supplies no special removal-notice or effective-time formula; written-consent action needs no meeting or prior notice (§§ 13.1-1022(B), (E), 13.1-1024(F)) |
| Resignation, acceptance, timing, and successor | No general manager-resignation provision specifies a writing, signature, delivery recipient, advance notice, acceptance, filing, effective time, future event, or advance-successor procedure. The articles, operating agreement, and company record therefore control those matters (complete Chapter 12; §§ 13.1-1023, 13.1-1024) |
| Vacancy, successor, holdover, death, and incapacity | Unless the documents provide otherwise, a majority of all member voting power fills any manager vacancy. The Act does not define vacancy events or separately address manager death, entity termination, incapacity, disqualification, term expiration, temporary absence, or incumbent holdover (§§ 13.1-1022(B), 13.1-1024(E)) |
| Member-manager status, dissociation, and filings | Manager and member status are separate: a manager need not be a member, member dissociation is not stated to remove a manager, and manager cessation is not a listed member-dissociation event. Required articles do not identify managers, and Chapter 12 prescribes no manager-change filing; an optional articles amendment and the articles-based agency rule are separate layers (§§ 13.1-1011, 13.1-1014, 13.1-1021.1, 13.1-1024(B), 13.1-1040.1, 13.1-1040.2) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | No manager-cessation discharge rule appears. Manager status alone does not create personal company-debt liability; agency, delegation, duties, damages limits, indemnification, employment and compensation, operating-agreement remedies, and judicial dissolution remain separate (§§ 13.1-1009(8), (12), (16), 13.1-1019, 13.1-1021.1, 13.1-1023, 13.1-1024(H), 13.1-1024.1, 13.1-1025, 13.1-1047) |
Requirements one by one
Manager management must be written into a governing document
Under Va. Code § 13.1-1022(A), management stays with the members unless the articles of organization or an operating agreement provides in writing for management by managers. Section 13.1-1024(A) then permits full or partial management responsibility to be delegated to or among one or more managers.
The articles or operating agreement may prescribe qualifications and number, change the election and vacancy defaults, create the removal method, and vary manager voting, delegation, consent, proxy, and class rules. Virginia Code § 13.1-1023 permits broad operating-agreement provisions so long as they are not inconsistent with Virginia law or the articles.
Election, vacancy filling, and fallback removal use voting power
Section 13.1-1024(D) says members elect managers unless the governing documents provide otherwise. Under § 13.1-1022(B), the default vote is proportional to contributions, and “majority vote” means approval by members holding a majority of all member voting power. That is not necessarily a member headcount.
The same majority measure fills a vacancy under § 13.1-1024(E). Removal works differently: the documents' removal method controls, and only when neither document provides one does § 13.1-1024(F) permit a majority of all member voting power to remove all or fewer managers with or without cause.
Section 13.1-1022(E) allows the necessary voting power to act without a meeting or prior notice through written consents. Electronic transmissions count as signed, and members may vote by proxy unless the governing documents provide otherwise.
Managers may be nonmembers, nonresidents, or entities
Section 13.1-1024(B) says a manager need not be a Virginia resident or an LLC member unless the articles or operating agreement requires it. Under § 13.1-1002, manager means a “person,” and § 13.1-603 says person includes an individual and an entity, so an entity may serve.
The documents fix the number and may prescribe other qualifications. The Act states no general age rule, fixed manager term, or successor-holdover rule.
The Act leaves manager resignation formalities to the company record
Chapter 12 contains no general manager-resignation provision prescribing a writing, signature, delivery recipient, advance notice, acceptance, filing, effective time, future event, or advance selection of a successor. Those matters must be resolved from the articles, operating agreement, consents, contracts, and other applicable law rather than from a statutory default.
The separate vacancy rule does not define what creates a vacancy. It therefore does not supply special manager-office consequences for death, entity termination, incapacity, disqualification, term expiration, or temporary absence; it only supplies the default vote for filling a vacancy once one exists.
Member status, filings, and outsider authority are separate layers
Section 13.1-1024(B) permits a nonmember manager. Sections 13.1-1040.1 and 13.1-1040.2 govern member dissociation without stating that dissociation removes a separate manager office. Conversely, ceasing to be a manager is not one of § 13.1-1040.1's listed member-dissociation events. The governing documents can create a different link between the two capacities.
Virginia Code § 13.1-1011 requires the articles to state the LLC's name, registered office and agent, and principal-office address, but not manager identities. The Act prescribes no event-driven filing for an individual manager change. If the articles voluntarily contain manager provisions, § 13.1-1014 permits an articles amendment; that filing is distinct from the internal election, removal, resignation, or vacancy action.
The articles can matter to outsiders even when no manager name appears there. Under § 13.1-1021.1, the Act's ordinary-course agency rule shifts from members to managers when the articles specify manager management. A management provision only in the operating agreement does not satisfy that particular articles-based agency condition.
Ending office does not decide the other legal relationships
Section 13.1-1019 protects a manager from personal company liabilities solely because of manager status. Section 13.1-1024.1 separately governs manager conduct, § 13.1-1025 addresses damages limitations and exceptions, and § 13.1-1009(16) addresses indemnification and advancement subject to the governing documents.
The Act contains no rule discharging debts or obligations when manager status ends. It separately treats managers, employees, agents, compensation, and contracts, so a manager transition does not by itself decide employment, compensation, contract, prior-liability, fiduciary, indemnification, or transaction-authority questions. Sections 13.1-1023 and 13.1-1047 provide equitable operating-agreement enforcement and judicial dissolution boundaries, not a general statutory judicial manager-removal procedure.
What trips people up
- “Majority vote” is measured by member voting power, ordinarily proportional to contributions, rather than automatically by member headcount.
- A governing-document removal method displaces the statutory majority, with-or-without-cause fallback.
- The vacancy section tells the company who fills a vacancy but does not define the events that create one or give the incumbent a holdover term.
- Member dissociation and manager cessation do not automatically cause each other under the statutory defaults.
- A manager change has no general event-driven filing, but an articles-based manager-management election has a separate statutory-agency effect.
Common questions
Must a Virginia LLC manager be a member, resident, or individual?
No. The default requires none of those things. The articles or operating agreement may add qualifications, and an entity can be a manager.
Can members remove a manager by a simple headcount majority?
Not necessarily. The governing documents' method controls. If the statutory fallback applies, the majority is measured by all member voting power, which defaults to contribution-proportional voting.
How does a Virginia LLC manager resign?
The Act supplies no general manager-resignation procedure. Check the articles, operating agreement, company consents and records, and any separate contract for form, delivery, acceptance, and timing rules.
Must the LLC report the manager change to the Commission?
Chapter 12 does not require an event filing solely because an individual manager changes. Review the articles for voluntary manager provisions and the separate articles-based agency consequences.
Statutes and sources
- Va. Code §§ 13.1-603, 13.1-1002, 13.1-1009, 13.1-1011, 13.1-1014, 13.1-1019, 13.1-1021.1 through 13.1-1025, 13.1-1040.1, 13.1-1040.2, and 13.1-1047 — definitions, written manager-management election, contribution-weighted voting, appointment, qualifications, number, removal, vacancy, consent mechanics, dissociation, filings, agency, duties, liability, indemnification, employment and compensation boundaries, and judicial remedies. Official Virginia Limited Liability Company Act (accessed August 29, 2026; the incorporated page was printed August 29, 2026).
Source links
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