LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in West Virginia
At a glance
| Governing law, entity, manager, member, and scope | West Virginia Uniform Limited Liability Company Act, chapter 31B; ordinary domestic manager-managed LLC and a person vested with manager authority under § 31B-3-301—not a member acting only as member, organizer, service agent, employee, winding-up actor, or regulated entity |
|---|---|
| Manager-managed election and operating-agreement override | The articles must designate manager management and name each initial manager. The operating agreement, which need not be written, governs member-manager-company relations and overrides chapter defaults except § 31B-1-103(b)'s nonwaivable limits; articles control third-party detrimental reliance (§§ 31B-1-101, -103, 31B-2-203) |
| Appointment actor, threshold, and record | Articles name every initial manager; designation, appointment, election, removal, and replacement require majority-of-members vote, approval, or consent—member headcount, not a stated economic percentage. Action may occur without a meeting, and a proxy requires a signed appointment instrument (§§ 31B-2-203(a)(6), 31B-4-404(b)(3), (d)-(e)) |
| Eligibility, number, and term | A manager may be a member or nonmember and a statutory 'person,' including an individual or entity; the Act contemplates one or multiple managers. No express age, residency, licensing, or fixed manager term; default holdover lasts until a successor is elected and qualified unless earlier resignation or removal (§§ 31B-1-101(10), (13), (17), 31B-4-404(b)) |
| Removal actor, threshold, notice, cause, and timing | A majority of the members may remove a manager. The Act states no default cause, advance-notice, meeting, signed-consent, acceptance, filing, or effective-time condition; valid operating-agreement terms control additional requirements (§§ 31B-1-103, 31B-4-404(b)(3), (d)-(e)) |
| Resignation, acceptance, timing, and successor | A manager may resign before a successor is elected and qualified, but the Act gives no separate resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. The agreement controls those details and advance successor selection (§§ 31B-1-103, 31B-4-404(b)(3)) |
| Vacancy, successor, holdover, death, and incapacity | A manager holds over until a successor is elected and qualified unless earlier resignation or removal; replacement uses the same majority-of-members default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, or term-expiration procedure (§ 31B-4-404(b)(3)) |
| Member-manager status, dissociation, and filings | Member dissociation ends membership and participation as a member but does not expressly remove a separately appointed nonmember-eligible manager; manager cessation likewise does not itself end membership. Articles name initial managers, but no later manager-change filing is mandated; articles may be amended (§§ 31B-1-101, 31B-2-203 to -204, 31B-6-601 to -603) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | The Act states no special debt-discharge or survival rule triggered by manager cessation. Status alone does not create company-debt liability, but agency, authorized or actionable conduct, fiduciary duties, operating-agreement and employment rights, member judicial expulsion, and dissolution remain separate (§§ 31B-3-301 to -303, 31B-4-409, 31B-6-601) |
Requirements one by one
Manager management begins in the articles
West Virginia differs from states that put the management election only in the operating agreement. § 31B-1-101(14) and § 31B-2-203(a)(6) require the articles to designate the company as manager-managed and to name and address each initial manager.
Internally, however, the operating agreement controls over inconsistent articles language except for nonwaivable rules. Under § 31B-1-103, the agreement need not be written and Chapter 31B supplies the defaults only where the agreement does not. The articles can still control for an outsider who reasonably relies on them to that person's detriment.
Member headcount controls appointment and replacement
Section 31B-4-404(b)(3) requires a vote, approval, or consent of a majority of the members to designate, appoint, elect, remove, or replace a manager. The statute uses member headcount, not a stated distributional-interest or capital- contribution percentage.
Later action may be taken without a meeting under § 31B-4-404(d), and a member may act by a proxy appointed in a signed instrument. Chapter 31B states no separate writing, company-record, or Secretary of State filing requirement for the later manager vote or consent.
Holdover is explicit; resignation and vacancy mechanics are not
The manager holds office until a successor is “elected and qualified” unless the manager sooner resigns or is removed. This avoids an office ending merely because successor selection has been delayed, but Chapter 31B gives no separate manager-resignation form, delivery recipient, advance period, acceptance rule, or future-effective mechanism.
The Act likewise gives no general manager-vacancy notice or procedure keyed to death, incapacity, entity termination, disqualification, or a fixed manager term. The operating agreement supplies those details. When a replacement is needed, § 31B-4-404(b)(3) returns to the majority-of-members rule.
Member dissociation and manager office remain distinct
Sections 31B-6-601 and 31B-6-603 end membership and the dissociated person's right to participate in management as a member. They do not state that dissociation removes a separately appointed manager, and § 31B-1-101(13) expressly permits a manager who is not a member. The operating agreement or a majority-member removal therefore governs manager office separately.
The reverse is also separate: Chapter 31B does not make manager resignation or removal a member-dissociation event. The original articles must name initial managers, but § 31B-2-204 only permits rather than mandates a later articles amendment for a manager change. Any resulting agency question remains governed separately by § 31B-3-301 and the complete public and company record.
Ending office does not decide the other legal layers
Section 31B-3-303 says manager status alone does not make company debt the manager's debt. Chapter 31B states no separate rule discharging or preserving a former manager's own obligations solely because the office ends.
Sections 31B-3-301 to -302 separately address agency and company liability for authorized or ordinary-course conduct; § 31B-4-409 applies statutory standards of conduct to managers; and § 31B-6-601(6) addresses judicial expulsion of a member, not an ordinary manager-removal procedure. A manager change therefore does not itself decide authority, employment or service contracts, compensation, fiduciary claims, member expulsion, or dissolution.
What trips people up
- The articles and agreement do different jobs. The articles elect manager management and name initial managers; the operating agreement governs the internal relationship and can change most statutory defaults.
- A majority means members, not economic interests. Chapter 31B does not make the default appointment or removal vote proportional to distributions or contributions.
- “Until a successor” is a holdover, not a resignation procedure. The Act recognizes earlier resignation but supplies none of the delivery, acceptance, or timing mechanics.
- Membership and manager office do not automatically end together. A nonmember may serve as manager, and the member-dissociation provisions do not expressly terminate a separate manager appointment.
Common questions
May an entity serve as a West Virginia LLC manager?
Yes. The Act defines manager as a “person,” and its person definition includes individuals and several forms of legal or commercial entity.
May the members act without holding a meeting?
Yes. Section 31B-4-404 permits action requiring member or manager consent without a meeting, and permits a signed proxy appointment.
Must later managers be added to the articles?
The articles must name each initial manager. Chapter 31B permits articles amendment but does not state an event-driven amendment requirement for each later appointment, removal, resignation, or replacement.
Does manager status alone make the manager liable for LLC debts?
No. Section 31B-3-303 rejects status-only liability for company debts, while preserving other rules that can apply to a person's own conduct and liabilities.
Statutes and sources
- W. Va. Code §§ 31B-1-101, -1-103, and -2-203 to -204 — manager, manager-managed, person, entity, and operating-agreement definitions; governing-document hierarchy; initial-manager articles information; and optional articles amendment. Official Chapter 31B (accessed August 29, 2026).
- W. Va. Code § 31B-4-404 — manager appointment, election, removal, replacement, member-majority approval, multiple-manager voting, holdover, resignation, no-meeting action, and proxy. Official § 31B-4-404 (accessed August 29, 2026).
- W. Va. Code §§ 31B-3-301 to -303 and 31B-4-409 — manager agency, company liability for actionable conduct, status-only debt protection, and manager conduct standards. Official § 31B-3-301 and § 31B-4-409 (accessed August 29, 2026).
- W. Va. Code §§ 31B-6-601 and -6-603 — member-dissociation events, judicial member expulsion, termination of member participation rights, and continuing pre-dissociation duties. Official § 31B-6-603 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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