Sunday, October 26, 2008

Division of Power, LLC Managers v. Members

LLCs come in two basic flavors: member-managed and those managed by managers. Conflating the distinction between the two types is the fact that members may also serve as managers in an LLC that elects to be managed by managers. See Section 101(10) of the Uniform Limited Liability Company Act. Member-managed LLCs operate much as traditional partners in that management of the entity's business affairs is conducted by all the members. A manager-managed LLC operates more like a corporation with the members in the roll of shareholders / board of directors and managers as officers. Here is the general rule for business operations of a manager-managed LLC:
[A]ny matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers ... .
See Section 404 of the Uniform Limited Liability Company Act. I can't think of a broader formulation of manager power.

However, certain matters are reserved by the default provision of the Uniform LLC Act for decision by the members such as the admission of a new member and the consent to dissolve the company. See Section 404(c). Remember that most of the LLC Act provisions can be altered by the operating agreement. A common feature of manager-managed LLC operating agreements is to reserve for member approval purchases or contract obligations (such as leases) above a certain dollar amount. I personally advocate putting such a check on the power of the managers. For a sample, see Section 4.3 of this manager-managed operating agreement.

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