Does Your Operating Agreement Provide for Management by Managers or Members?

Welcome, dear readers, to the second installment of our series dedicated to unmasking the mysteries of operating agreements. As we delve into our second article, our focus sharpens on the distinct structures of LLCs: member-managed and manager-managed. Understanding these structures is critical, and when put together correctly in your operating agreement, the picture of your company’s management comes into clear focus. So, without further ado, let’s embark on this educational journey, appreciating the opportunity to learn and grow together.

The Role of an Operating Agreement in Defining LLC Management Structure

An operating agreement, the heart of an LLC, dictates the rhythm of the organization, much like a conductor leading an orchestra. Each instrument plays a unique part, yet all must work in harmony for the symphony to be successful. The management structure, whether it’s member-managed or manager-managed, is outlined within this essential document, as clearly as the notes on a musical score.

However, this section of the operating agreement does more than merely name the conductor. It choreographs the entire performance, delineating the roles, responsibilities, and decision-making powers within the LLC. The meticulousness with which these roles are described is imperative, as even a slight deviation can disrupt the harmonious functioning of the organization. In the grand symphony that is your LLC, your operating agreement ensures every instrument knows its part, contributes to the melody, and follows the conductor’s baton.

Understanding Member-Managed LLCs

In our ongoing symphony analogy, the member-managed LLC mirrors an orchestra where every musician has a say in the tempo, the pitch, and the harmony. In this collaborative ensemble, each member is not just a performer but also a decision-maker, actively contributing to the overarching composition of the business. This hands-on approach, often seen in smaller LLCs, empowers all members with decision-making authority, enabling them to conduct the day-to-day operations and steer the business’s course.

The operating agreement, in this scenario, acts as the music sheet, orchestrating the decision-making process. Will the LLC operate to the tune of a majority rule, or will it require a unanimous concerto for each decision? It also sets the stage for individual autonomy, specifying decisions that members can execute without requiring a vote - akin to a musician’s ability to improvise within the composition.

Furthermore, it carefully crafts the symphony of responsibilities, outlining each member’s role within the company, much like a composer assigns parts to different instruments.

Who plays the rhythm of accounting, who carries the melody of vendor relationships, or who takes on the harmonious management of employees?

Each part, no matter how small, contributes to the grand performance that is the operation of the LLC. Thus, in a member-managed LLC, every member not only plays their instrument but also contributes to the beautiful symphony that is the company’s success.

Understanding Manager-Managed LLCs

Continuing with our symphony metaphor, a manager-managed LLC is akin to an orchestra that entrusts the conductor to lead the performance while the musicians focus solely on their instruments. This structure sees a manager, or a group of managers, harmonizing the day-to-day operations, making business decisions, and leading the LLC toward its envisioned success. This conductor could be a member from within the ranks, an outside individual, or even another business. This melody of management is usually preferred by larger LLCs or those where members wish to be passive investors, performing their parts without the need to influence the overall composition.

In this context, the operating agreement turns into a conductor’s score, outlining the rhythm of leadership. It narrates the process of appointing and removing managers - the equivalent of selecting or retiring a conductor.

Who can assume the role of the manager? What’s the selection process, and how can they be removed if necessary?

The score further orchestrates the symphony of powers, duties, and limitations of the managers, outlining their solo parts and the decisions they can make independently. Simultaneously, it indicates which decisions require the harmony of member approval, like a conductor needing the orchestra’s collective effort for a triumphant crescendo.

Lastly, the agreement underlines the responsibilities of the members. Even though they might not be involved in composing the daily operations, they still have a role to play, much like musicians providing their unique notes to the performance through voting on key decisions or other significant responsibilities.

Thus, in a manager-managed LLC, the operating agreement sets the stage, the conductor directs, and the musicians play, resulting in a perfectly coordinated performance of business operations.


We hope this article has been informative and useful for your business. If you have any questions or comments, please contact us at We plan to answer general questions in an upcoming FAQ series. If you need legal advice specific to your situation, please ask to schedule a consultation with an attorney to discuss your company’s goals.

Join us as we venture forth into our third article, where we will be demystifying how operating agreements allocate ownership interests. Will it be through membership units or percentage interests? Stay tuned to find out and deepen your understanding of this fundamental aspect of your operating agreement.

This article is for informational purposes only and should not be relied upon as tax or legal advice. Please consult professionals for advice tailored to your specific situation. The author and publisher assume no responsibility for any errors or omissions or for any actions taken based on the information presented.