A limited liability company (LLC) is a business structure that offers flexibility to its owners, whether it's the member management or manager-managed structure.
An LLC Manager typically has what it takes to run a business, and what they will vary depending on the company.
They may be in charge of what's happening with marketing, operations, logistics, or finances, for example. The duties of an LLC Manager depend on what their title entails and what kind of company they work for.
LLC Manager Duties
A limited liability company manager is an individual who manages and runs a limited liability company.
Their job entails making business decisions, managing members, maintaining the day-to-day operations of the LLC, and many other aspects that come with managing an LLC.
Starting off as a manager can be very beneficial for someone looking to expand their career as they will gain valuable experience in how to run a business from the bottom up.
Duties vary depending on if you are just a manager or a member, but some general guidelines apply no matter your role at the company.
An LLC manager has certain tasks such as reviewing financial records and ensuring compliance with state and federal regulations concerning taxes and liabilities, organizing meetings, preparing meeting minutes, resolving internal disputes among members, and so on.
The business operations, such as hiring and firing of employees, also fall under the manager's responsibilities.
It is important to note that no two manager jobs are the same: each company has its own policies and procedures for its managers – there is no "standard" list of duties assigned to a manager role in LLCs.
An LLC operating agreement is a document where LLC owners can outline the exact manager's duties.
The manager should always act in LLC's best interest – he/she cannot receive any personal benefits as this would fall under self-dealing, which violates his or her fiduciary duty (duty of loyalty).
It is very important to note that even if the manager does work outside his standard list of responsibilities, such action constitutes a violation of the manager's duty and may be held personally liable down the road.
Who Can Be an LLC Manager?
Business operating within an LLC structure is required to have management in order to run the organization. Many different management structures can be used when it comes to an LLC, depending on what members or investors want to be included within their business model.
Each member of an LLC operating company needs to understand who has the sole authority and responsibility for a company's daily operations and decision-making.
This will also allow them to make educated decisions about how they invest in the business and determine how involved they wish to become with daily activities.
An LLC manager must hold one of three positions: managing member/member-manager, agent manager (officer), or de facto (de jure) manager (per state requirements).
The managing member (member-manager) is an individual who is the manager but can also be a member of the LLC, depending on state laws and operating agreement terms.
An agent manager is a nonmember employee or officer of an LLC but has management responsibilities under state law. This designation allows for limited liability exposure since the agent manager holds no personal assets at risk.
The de facto (de jure) manager is a management position that exists on paper, only creating duties without any actual rights to manage company affairs, including voting, making major decisions, and taking actions as if they have power over the LLC's management structure.
The sole purpose of this title being used on paper is to provide protection from potential claims against individuals involved in managing activities of daily operations through their use as a shield protecting those acting as
As owner-manager, they are responsible for business decisions, including financial investment or withdrawal from the company; however, it is important to remember that manager's actions must not jeopardize the existence of the company.
A Member-Managed or Manager-Managed LLC - Which Is Better?
A member-managed LLC is a company that is managed by its LLC members. LLC managers, on the other hand, are LLCs that have a manager who is not an LLC member and does not require any vote to make decisions for the company.
The manager-managed LLC requires less time and money (and paperwork), but you give up some flexibility in terms of the decision-making process.
A business owner has to decide which type of LLC they would like to run their business based upon how much control over decision-making they want/need and what sort of entity structure best suits them from an administrative standpoint - i.e., do they need additional tax benefits or liability protection?
In contrast, manager-managed LLCs is one where another person will be appointed as an LLC manager who has full authority over your business.
The other members may have some control here, too but not very much power, unlike in a member-managed LLC structure.
In most states within America, this type of LLC must appoint at least two managers in order to operate legally, although this isn't the case everywhere across the country, so check with your state laws before making any decisions on which structure you would like to use for your LLC formation.
Member-managed LLCs are those where all the LLC members manage and control business decisions.
This can be by unanimous agreement or majority vote, depending on how your operating agreement sets it up (which is why you need an attorney).
If there are other LLC members involved in running the business, they must share responsibility for its debts and liability as well.
Do LLC Managers Have Fiduciary Duties?
Yes. LLC managers have personal interests, personal obligations, and company debts. But they also have personal duties as fiduciaries of the LLC that may conflict with their personal interests or other personal obligations.
A fiduciary duty is a legal obligation imposed on an individual who agrees to act for and on behalf of another person in all matters connected with a such agency—whether dealing directly with the property involved or otherwise.
It requires undivided loyalty and full disclosure between those people acting together in some common interest (such as managing assets).
This means managers must put aside any personal interest which conflicts with their responsibility to protect the best interests of each LLC member/shareholder.
If he fails at this, it could be considered a breach of fiduciary duty, and he may be subject to personal liability.
A breach of fiduciary duties occurs when a person in a position of high trust exploits that relationship for personal benefit at the expense of his principal (or employer).
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FAQs
Can a Manager Be an LLC Owner?
Yes, the owner of an LLC can be its manager. This is usually the case with a single-member LLC.
How Do LLC Managers Get Paid?
When a company designates a member to be a manager, that person is entitled to receive reasonable compensation in addition to income and capital contribution. A salary will be paid to a manager who is only an employee of the LLC, without any profit distributions.
Is an LLC Manager an Employee?
Third-party managers are considered employees, although small businesses usually opt for a member-managed LLC because of the limited resources.
Is a Manager of an LLC an Officer?
Not necessarily. Managers and members can appoint officers who are actively involved in business operations, but they don't need to have any other role in the company.
Can an LLC Member Also Be a Manager?
Yes. Manager management allows for one or more managers who can also be members or third parties.
What Is the Difference between a Manager and an Authorized Member of an LLC?
A manager is a person or an entity that has the power to act according to the company's operating agreement and performs this active role. An authorized member is one of the members who have some power by authorization to execute certain business operations.
Can a Manager of an LLC Not Be a Member?
Yes, An LLC manager can be someone providing services of this kind and who is not a member of an LLC.
Can the Manager of an LLC Be the Registered Agent?
Yes. A registered agent can be anyone who is a resident of the state and is of legal age, including managers, passive investors, and so on.
Can an Entity Be a Manager of an LLC?
Yes, if the state law allows other business entities to act as LLC managers.
Conclusion
An LLC manager is a responsible role and shouldn't be taken lightly.
LLC owners should think carefully before deciding who to appoint to perform managerial duties because the future of their LLC will largely depend on how the manager performs their job.
