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LLCs offer two very flexible and workable means of management. First, they can be managed by all of their members, which is known as member-managed. Or they can be managed by just one or some of their members or by an outside nonmember, which is called manager-managed.

It is very easy to designate whether the LLC is to be member- or manager-managed. In some states, the articles of organization filed with the state must set out how the LLC is to be managed. In other jurisdictions, management is detailed in the operating agreement. If the members of an LLC want to change from manager-managed to member-managed, or vice versa, it can be accomplished by a vote of the members.

In most cases, the LLC will be managed by the members. In a small, growing company, each owner will want to have an active say in how the business is operated. Member management is a direct and simple way to accomplish this.

It should be noted that in a corporation there are several layers of management supervision. The officers—president, secretary, treasurer, and vice presidents—handle the day-to-day affairs. They are appointed by the board of directors, which oversees the larger, strategic issues of the corporation. The directors are elected by the shareholders. By contrast, in a member-managed LLC, the members are the shareholders, directors, and officers all at once.

In some cases, manager management is appropriate for conducting the business of the LLC. The following situations may call for manager management:

1. One or several LLC members are only interested in investing in the business and want no part of management decision making.

2. A family member has gifted membership interests to his children but does not want them or consider them ready to take part in management decisions.

3. A nonmember has lent money to the LLC and wants a say in how the funds are spent. The solution is to adopt manager management and make him a manager.

4. A group of members come together and invest in a business. They feel it is prudent to hire a professional outside manager to run the business and give him management authority.

As with a corporation, it is advisable to keep minutes of the meetings held by those making management decisions. While some states do not require annual or other meetings of an LLC, the better practice is to document such meetings on a consistent basis in order to avoid miscommunication, claims of mismanagement, or attempts to assert personal liability. It should be noted that in Germany, where the first LLC format was adopted over one hundred years ago as the GmBH, a failure to prepare annual minutes can lead to piercing of the LLC veil. One can assume that states throughout the United States will adopt such a requirement in the future. (Colorado already has.) The safer practice is to prepare annual minutes for your LLC as you do for your corporation.