Managing Member vs Member

by Spencer
(Lockport, New York USA)

In a LLC structure, is there a difference of being called or titled a Managing Member vs being titled or called Member?


All Managing Members are Members, but not all Members are Managing Members.

Managing Members are those specifically able to bind the LLC contractually. In the legal world they have “actual authority” to contract on the LLC’s behalf.

Members may or may not be able to bind the LLC contractually, and doctrines like “apparent authority” come into play.

The Managing Members should be the people who are transacting the business of the LLC, and should be thought of like the executives of the LLC.

Comments for Managing Member vs Member

Oct 17, 2012 Managing Member Minimum Ownership


by: Joe G

do managing members have to own a minimum number of units?


I am not aware of any State law requiring such.

Your LLC’s operating agreement can require–if you draft it that way–that a managing member own a certain number or percentage of units.


Feb 03, 2011 Manager



by: Anonymous

Can the Manager/Member be a Trustee?

Thank You,


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