What is a Managing Member?

The post is about the definition of the term ” managing member “. I am writing this because of a Quora question that I answered a short while ago. Please see What is the difference between a managing member and a member in an LLC?

I have not confirmed whether all of the following background information applies equally to all states. However, I know that it applies to enough states that I will present the following as applying throughout the U.S., generally.

Background Information

A limited liability company (LLC) has two types of essential participants:

• One or more members are the equity holders (comparable to shareholders in a corporation).
• One or more managers are responsible for running the LLC (comparable to a combination of directors and officers in a corporation).

When an LLC is formed, the formation document (Articles of Organization, etc.) filed with the Secretary of State specifies whether the LLC is member-managed or manager-managed.

• In a member-managed LLC, all of the members also are the managers.
• In a manager-managed LLC, managers may be members, but they do not need to be members.

Meaning of Managing Member

So, to answer this question directly:

• A managing member is a member who also is a manager.
• In a member-managed LLC, all members are managing members.
• In a manager-managed LLC, some, or all, or none of the members may be managing members.

Check out:

• All posts about LLC managers
• All posts about LLC members

Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.