by leena d.
(Miami, Florida)


What is the difference between a managing member and a manager in terms of
a) authority
b) taxation

What is the maximum number of managers/managing members can a LLC have?

Can the managing member/manager reside outside the US?


Leena d.


A managing member is a member of an LLC who is able to make decisions for the LLC–sign contracts, etc.

A manager of an LLC is a non-member who has been chosen by the members to operate the LLC. Sort of like a CEO for a corporation–the shareholders hire the CEO to operate the business day to day.

A manager who is not a member is simply an employee, and is taxed like an employee receiving a paycheck. The LLC takes a deduction for the expense of the manager’s salary.

A managing member, on the other hand, is an owner as well, and is taxed as a member of the LLC however the LLC has chosen to be taxed (as a partnership, as a disregarded entity or as a corporation).

Yes, LLCs can have members who reside outside of the US (unlike an s-corporation, which cannot), and there is no legal limit on the number of members (again, s-corporations have limits on the number of members).

There are practical limits to the number of members, however, and if you get too many members (in the several hundreds), you can run into SEC regulations regarding investments.

But if you’re talking about a couple dozen members, or even 100, there is not a problem.


Jun 03, 2014 liability for member vs manager

by: Anonymous

What legal law suit would protect member vs manager in LLC? I am sole person for my LLC at the moment. Let’s say that I bought property under me, would the law suit protects me as member? or is it better to buy property under LLC and being protected?


Jun 03, 2014 liability for member vs manager

by: Anonymous

What legal law suit would protect member vs manager in LLC? I am sole person for my LLC at the moment. Let’s say that I bought property under me, would the law suit protects me as member? or is it better to buy property under LLC and being protected?


Apr 03, 2013 Very Helpful Information

by: Carol A. Guy

This was very helpful to me in determining a plot line for one of my latest novels.

Carol A. Guy



Jul 03, 2012 How do you list Managing Member and Member?

by: Anonymous

My husband and I are forming an LLC in TX. I will be handling the daily duties and making the decisions and he is more so the investor/silent partner. Therefore, we have decided that I will be the Managing Member. How do you indicate this on the Certificate of Formation?

There are 2 chooses on the application, either A or B:
A. The LLC will have Managers. Then it asks to list name and addresses of the managers.
B. The LLC will not have managers and be governed by its members. Then it asks to list name and address of each initial member.
If I select A and put my name, where do I list my husband as the other member?


From reading the form, it looks like if you select option A, you are only required to list the names of the Manager.

The identities of the other members–who are not running the LLC on a day to day basis–is not relevant for this form. Basically, the form is asking for the names of the people actually running the business.


Jun 21, 2012 managing member or manager

by: Anonymous

My wife and i are opening a business as an LLC.My name is on nothing,and im going to run the business my wife will have nothing to do with it other than her name being the owner.What would she be a managing member or a non managing member or a manager or does it really matter.



by: Anonymous

If I resigned as managing member of the llc does that mean i have no more rights to the business?


Depending on how your Operating Agreement is written, you can resign as the managing member, but still remain a member (e.g. a shareholder) of the LLC.

Again, depending on your Operating Agreement, as a mere member, rather than a managing member, you might have few powers over the day to day operations of the business.


Dec 12, 2011 LLC, transferee, voting rights

by: Anonymous

If a member transfers his interest into another entity, in an attempt to start another company what is that member now referred to, other than a skunk. Is he a member any longer and does he have any voting rights in my LLC.


Sep 01, 2011 Can managing member of a LLC be a foreign company?

by: Zhu Jinsong

Can managing memeber of a LLC be a foreign company?


Jul 07, 2011 Member or Managing Member & Taxes

by: Anonymous

If I have membership interest in the LLC and I am employed by the LLC as a “managing partner”, does that make me a managing member? Since I am a member, am i technically self employed as an employee of the LLC and is my salary supposed to be paid as “guaranteed payment” or as a w-2 payroll?


If you have a membership interest in the LLC, your compensation should be either a “guaranteed payment” or a draw.

You should not be paid as a W-2 employee.


Oct 16, 2010 Manager and Bank

by: John

If the LLC manager wants to give donations to charities anonymously, can LLC manager go to the bank and have Cashier’s checks made out and sent to the charities?


Sep 22, 2010 Implications of the Options in Mananging an LLC

by: Anonymous

What are the implications of an LLC being management by one Manager, more than one Manager or All LLC Members as asked by Question 5 of the LLC0-1 form.



by: Anonymous

With a LLC that holds rental real estate that must be actively managed;

1)Should the managing member be responsible for all management? If so,how should the managing member be compensated.

2) Should the responsibilities of the managing member and the property manager be separated?


Apr 20, 2009 Would I Be a “Member” or “Managing Member?”

by: Anonymous

I have just formed an LLC in California and am the only person affiliated with the company at this time. Would my title be “Member” or “Managing Member?” What is the difference?

Thank you very much.


You are both a member (because you are presumably the sole shareholder of the LLC), and the managing member because you direct the daily operating of the LLC.

So you are both a member and the managing member.

Managing member might be more appropriate to use when entering into contracts because it would let the other party know that you have the authority to contract on behalf of the LLC.


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