LLC Member vs Manager: Which Should You Choose?

Founding an LLC with friends, family members, or business partners is an exciting decision. But, before you’re ready to hang the “Open For Business” sign, you need to decide who will run the daily operations.

You have two choices for your LLC management structure: member-managed or manager-managed. Read the following important information to help you decide how to operate your business.

Table of Contents

• LLC Management
• Member-Managed vs Manager-Managed LLCs
• What’s the Difference Between Member-Managed and Manager-Managed?
• When to Choose a Manager-Managed LLC
• Document Your LLC Management Structure
• Member-Managed and Manager-Managed FAQs

LLC Management

A limited liability company (LLC) is a legal entity created by owners, called “members”, to conduct business. A professional limited liability company (PLLC) is a type of LLC whose members are licensed professionals.

An LLC founded by one member is known as a single-member LLC, and if there’s more than one member it’s called a multi-member LLC.

With both single and multi-member LLCs, members must decide between two possible management structures for their business: member-managed vs manager-managed.

Whoever is in charge of management of the company, will have the power to make a range of important decisions:

• Sign agreements and enter legally binding contracts
• Manage business bank accounts, including opening and closing accounts
• Manage staff, including hiring and firing
• Take out business loans
• Buy and sell business assets such as equipment and vehicles.

Member-Managed vs Manager-Managed LLCs

Before forming an LLC, it’s important to understand the differences between the two LLC management structures, so you can choose the one most suitable for your business.

Once you’ve chosen to operate as a member or manager LLC, record your decisions in your LLC operating agreement or single-member LLC operating agreement to prevent future disputes between members.

What is a member-managed LLC?

In a member-managed LLC, all members share responsibilities and have a say in daily operations and the long-term plans of the organization.

All members are required to vote on major business decisions. A consensus or unanimous consent must be reached before actions can be taken.

All members can act as agents in order to obtain business loans or sign contracts for the LLC, but they can’t do so without approval from the majority of members.

In the majority of states, LLCs are member-managed by default. Therefore, if you don’t mention your LLC management structure in your articles of incorparation, operating agreement, or other formation documents, your company will be considered member-managed by state law.

What is a manager-managed LLC?

In a manager-managed LLC, the members appoint one or more managers to handle the daily operations and administrative responsibilities of the organization. If a member is appointed as manager, they are referred to as a managing-member. However, not all members can act as managers at the same time.

If no members are interested in managing the LLC, an external manager (someone who doesn’t own any portion of the LLC) can be hired to run the business operations. Depending on your state’s requirements, you can even appoint a third-party entity, such as another company, as manager of your LLC.

What’s the Difference Between Member-Managed and Manager-Managed?

There are some key differences between member-managed and manager-managed, along with some benefits and some cons:

Advantages of Member-Managed LLC

• All members of the LLC can input into management decisions
• Straight forward structure – ideal for small businesses
• Less limitations for members – ensuring members can carry out business without any blockers or delays

Disadvantages of Member-Managed LLC

• Managing an LLC can be time-consuming and can result in members lacking time to make important strategic decisions
• If there are mutliple members, it can become difficult to keep on top of all decisions being made and keep financials and legalities in order

Advantages of Manager-Managed LLC

• Ideal for passive members who don’t want an active role in the company – allows investors to passively invest in the business
• Allows managers to make quick decisions without needing approval from every member – meaning they can respond quickly to changing economic conditions
• Centralizes authority for business decisions
• Can recruit a manager experienced in the industry of the LLC, or someone with abilities that can strongly benefit the company

Disadvantages of Manager-Managed LLC

• All owners do not get a say in management decisions
• Managers require high salaries, which can take a toll on small or new businesses
• Thorough documentation is required to outline the authority of the manager

Managing-member vs member: what’s the difference?

Managing-members can:

• Make decisions regarding daily operations and act as an agent who can enter the LLC into contractual agreements, whereas non-managing members cannot.
• Vote on all business decisions. While non-managing members can be involved in voting, they’re not required to.

Member-Managed vs Manager-Managed Tax Implications

One benefit of an LLC, regardless of whether it is member or manager-managed, is that it’s treated as a partnership for federal and state income taxes.

Instead of the organization paying taxes itself, the profits are distributed among the members and recorded on their personal income taxes — in accordance with the distributive share terms outlined in the LLC operating agreement.

• In a member-managed LLC, all members will be required to pay the current self-employment tax of 15.3% (12.4% for social security and 2.9% for medicare).
• In a manager-managed LLC, non-managing members are not subject to the self-employment tax (although other taxes may apply depending on the structure of your LLC)

Keep in mind multi-member LLCs are treated as a partnership for tax purposes by default if you do not elect to be taxed differently. Single-member LLCs however, are taxed as sole proprietorships unless they elect otherwise.

The tax implications of running an LLC are complicated — consult an accountant to determine how your LLC will be taxed and the implications for managing and non-managing members.

When to Choose a Manager-Managed LLC

The majority of LLCs are member-managed, but some businesses benefit from a manager-managed structure.

If your LLC has any of the following, you may want to consider a manager-managed structure:

1. Your LLC has a large number of members

If your LLC has many members, it’s more effective to appoint a manager to run daily operations. A member-managed structure requiring each member to vote on each decision would degrade your company’s ability to function efficiently and remain competitive if you have lots of members.

2. Your LLC has passive members

Many LLCs have passive investors who want member status, but don’t want to be involved in daily operations. A manager-managed LLC allows passive investors to achieve member status, but excludes them from voting, acting as an agent, and managing daily operations.

3. Your LLC members lack management experience

If one or all LLC members don’t have the necessary time or skills to manage company operations, it’s in your company’s best interest to appoint a manager.

Document Your LLC Management Structure

Once you’ve decided between operating as a member-managed vs manager-managed LLC, it’s crucial that you outline your LLC management structure in your operating agreement.

Deciding to run your own business alone or giving up responsibility to one or more members isn’t an easy decision. Clear documentation of each party’s roles and responsibilities, how decisions will be made, and how disputes will be handled is crucial to preventing legal and personal disputes.

Member-Managed and Manager-Managed FAQs