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Free legal form · Operating Agreement Manager Managed

Manager-Managed Operating Agreement.

Manager-managed LLC operating agreement. Designated managers run day-to-day; members are passive.

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When to use

Right for these situations.

When to use
Some members are passive investors

And should not have day-to-day authority.

When to use
You want professional management

Non-member manager brought in.

When to use
Real estate operating LLC

Multiple investor-members and property manager.

When to use
Holding company subsidiary

Parent appoints management.

Common mistakes

What to avoid.

Mistake
Articles say one thing, OA says another

Align both on management structure.

Mistake
Manager authority not clearly defined

Vague descriptions create disputes.

Mistake
No removal procedure

Governance becomes a mess.

Mistake
Non-member manager without indemnification

Will not serve without protection.

FAQ

Common questions.

Can a manager be a non-member?
Yes. Common.
Can a member-manager be fired?
Yes, under the OA procedure. Does not affect member ownership.
What is a "Major Decision"?
Defined in OA. Sale, dissolution, admitting members, amendment, significant debt.
Does this affect taxation?
No.
Should I switch from member-managed?
When you have passive investors or need professional management.

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