An individual or entity appointed to handle the day-to-day operations and decision-making of a Limited Liability Company (LLC) when the business is structured as manager-managed instead of member-managed.
What is a Manager?
In an LLC, a manager is the person or business entity given the authority to run the company’s daily affairs, sign contracts, hire employees, manage finances, and oversee operations. This role exists primarily in manager-managed LLCs, where the members (owners) choose to delegate operational control to one or more managers rather than managing the business themselves. A manager can be a member of the LLC (owner) or an outside professional with no ownership stake.
The manager’s responsibilities and powers are typically outlined in the Operating Agreement, which may include duties like maintaining records, ensuring legal compliance, and executing the strategic decisions set by the members. Unlike corporate officers, LLC managers are not automatically required by law but are appointed based on the LLC’s chosen management structure.
For non-U.S. founders, appointing a manager can be especially beneficial if they cannot be physically present in the U.S. or want an experienced local representative to run operations. In this case, the manager acts as the legal and operational point of contact within the U.S., helping ensure compliance with state laws and facilitating smoother day-to-day management.
Managers are not personally liable for the LLC’s debts or obligations unless they engage in misconduct, breach fiduciary duties, or act outside their granted authority. Their appointment, powers, and compensation should be clearly defined in the LLC’s governing documents to prevent disputes.
