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

At a glance

Requirements one by one

Washington separates the manager office from membership

RCW 25.15.006 defines a manager as a person—or a board, committee, or other group—named in or designated under the LLC agreement. A member is a separate statutory status. This cell covers an ordinary domestic LLC under Chapter 25.15, not a professional, foreign, public, series, regulated, or court-supervised company.

The LLC agreement creates manager management and controls most defaults

The company is manager-managed only when its LLC agreement vests management in one or more managers. Under RCW 25.15.018, the agreement governs a manager's statutory rights and duties and Chapter 25.15 fills gaps. Appointment, removal, term, notice, voting classes, and event consequences therefore can be changed by the agreement. The agreement cannot, however, eliminate the manager's statutory power to resign under RCW 25.15.176.

Appointment and replacement default to a majority of members

RCW 25.15.121 measures the ordinary default by member headcount: a majority of the members, not automatically a majority of profit interests or contributions. RCW 25.15.154 applies that vote, approval, or consent to designating, appointing, electing, removing, and replacing each manager.

The LLC agreement may create classes, use per-capita, profit-share, class, group, or another voting basis, and even authorize action without a member vote. Because an LLC agreement may be oral, implied, in a record, or combined, the Act does not impose a universal separate appointment instrument, signature, meeting, or filed consent. Company records nevertheless preserve member votes and consents made in a record and identify current and past managers for the statutory inspection process.

A manager may be an entity or a governing group

RCW 25.15.154 says there may be one or more managers and that a manager need not be a member or a natural person. Coupled with the broad “person” definition and the express board, committee, or group category in RCW 25.15.006, that allows an entity or a collective manager. The ordinary Act states no manager age or Washington-residency requirement.

The default term is a holdover: unless earlier removed or resigned, the manager remains in office until a successor is elected. The agreement may create a different term structure.

Default removal uses the same majority-member rule

Under RCW 25.15.154, the default removal actor is the members acting by a majority headcount vote, approval, or consent. Chapter 25.15 does not add a default cause showing, special notice period, or separate effective-time rule for removal. RCW 25.15.018 and 25.15.121 allow the LLC agreement to prescribe a different actor, threshold, class vote, notice, cause, meeting, consent, or timing process.

Written notice preserves a nonwaivable resignation route

RCW 25.15.176 first follows the agreement's resignation time, triggering events, and procedure. Even if the agreement says a manager has no right to resign, the manager may resign “at any time” by giving written notice to the members and the other managers. The section requires no acceptance or Secretary of State filing.

That power does not make every resignation contract-free. If the resignation violates the agreement, the LLC may recover breach damages and offset them against an amount otherwise due to the departing manager.

Washington supplies holdover and replacement, not a vacancy-event list

RCW 25.15.171 allows the agreement to attach specified penalties or consequences to a manager's breach or to stated events. The statutory default then supplies two pieces: RCW 25.15.154 lets a majority of members replace a manager, and the incumbent holds over until a successor unless earlier removed or resigned.

The complete current chapter does not separately define manager vacancies or prescribe general office consequences for a manager's death, entity termination, incapacity, disqualification, fixed-term expiration, or temporary absence. Those events and succession consequences depend on the LLC agreement and other applicable law.

Member dissociation, manager cessation, and public reports are distinct

RCW 25.15.131 says member dissociation ends the person's right to participate as a member in management. RCW 25.15.161 separately says a person holding both statuses has the rights, restrictions, and liabilities of each. Because a manager may be a nonmember and neither section says member dissociation automatically ends a separately held manager office, the LLC agreement determines whether the two statuses are linked. Conversely, manager removal or resignation is not itself one of RCW 25.15.131's listed member-dissociation events.

The formation certificate under RCW 25.15.071 need not state the management model or manager names. The reporting layer is different: RCW 23.95.105 defines a manager of a manager-managed LLC as a “governor,” and RCW 23.95.255 requires governor names in the initial and annual reports. The report information must be current when executed, and the LLC may elect to file an annual report at an additional time. The statutes do not require a prompt, standalone filing solely because one manager leaves or another takes office.

Ending office does not settle every other legal relationship

RCW 25.15.126 protects a manager from company debts solely because of manager status, but preserves personal liability for the manager's own torts and permits agreed personal obligations. RCW 25.15.038 separately governs duties and nonwaivable conduct limits, while RCW 25.15.041 permits indemnification for a person who “is, or was” a manager subject to statutory limits.

RCW 25.15.157 also warns against equating delegation with appointment or departure: delegating management power does not end the delegator's manager status or make the delegate a manager. Manager agency, employment, compensation, contract, prior liability, fiduciary duties, indemnification, and transaction authority therefore require separate analysis. RCW 25.15.274 authorizes judicial dissolution in stated circumstances; it is not a general judicial manager-removal procedure.

What trips people up

• “Majority” ordinarily means member headcount. It is not automatically a majority of profits, capital, or contributions, though the agreement may choose another basis.
• A no-resignation clause cannot trap the manager in office. Written notice still exercises the statutory resignation power, but an agreement-breaching departure may create damages.
• Holdover is narrower than a full vacancy code. The Act says the manager remains until a successor unless earlier removed or resigned, but it does not separately resolve death, entity termination, or incapacity.
• Internal office and public reporting are different. The member action and agreement determine manager status; the initial or annual report separately reports current governors.

Common questions

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

No. RCW 25.15.154 permits a nonmember and a non-natural person, and RCW 25.15.006 expressly recognizes a board, committee, or other group as a manager.

Can members remove a manager without proving cause?

The statutory default requires no cause showing. A majority of the members may remove, unless the LLC agreement validly creates another cause, notice, vote, or timing rule.

Can the agreement prohibit a manager from resigning?

It can deny a contractual right to resign, but it cannot eliminate the statutory power. The manager may still resign at any time by written notice to the members and other managers, with possible breach damages.

Is a manager change immediately filed with the Secretary of State?

The Act prescribes no prompt standalone change filing. Managers are listed as governors in initial and annual reports, whose information must be current when the report is executed; an entity may also elect an additional annual report.

Statutes and sources

• RCW 25.15.006, .018, .038, .041, .071, .121, .126, .131, .136, .154, .157, .161, .166, .171, .176, and .274 — definitions, agreement control, appointment, eligibility, holdover, removal, resignation, event consequences, dual status, records, agency, duties, liability, indemnification, delegation, and judicial-dissolution boundary. Official current Chapter 25.15 RCW (accessed August 29, 2026).
• RCW 23.95.105 and .255 — manager as reportable governor and current-name requirements for initial and annual reports. Official governor definition and official report section (accessed August 29, 2026).