September 16, 2016

Managing Member vs Member

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

– Spencer, New York


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.

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