What Is The Difference Between A Managing Member And Managing Manager?

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?

Thanks

Leena d.

Answer

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.

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