The main difference between manager-managed and member-managed LLCs lies in the roles of designated Managers and active Members.
Setting Up a Member-Managed Structure
A member-managed LLC offers simplicity and collective control over company decisions.
Establishing a Manager-Managed LLC
Creating a manager-managed LLC involves more complexity and may require third-party involvement or designated members as Managers.
- In a manager-managed LLC, only managers are authorized to make management decisions and bind the LLC to contracts.
- The non-managing members don’t have a say in the business management.
- In a member-managed LLC, the owners have collective control over company decisions.
- The advantage of a member-managed LLC is simplicity with all decisions under the authority of members.
- Business owners can change the LLC management structure by amending the articles of organization and following the operating agreement rules.
- Most LLCs default to member-managed until a different structure is designated.
- Every LLC needs a manager to make operational and strategic decisions.
- Consult with an attorney when deciding between member-managed and manager-managed structures.
- To amend your LLC articles of organization, file an article of amendment with your secretary of state.
- Changing the management structure requires amending the articles of organization and following company policies.
- A manager may be another LLC or corporation unless state law prohibits certain types.
- Adding an LLC member involves amending the operating agreement, often requiring unanimous approval.
- In a Manager-managed LLC, designated Managers have the authority to run the business and day-to-day operations.