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Managers are the only people authorized to enter into contracts on behalf of a manager-managed LLC. The owners of the LLC cannot operate or enter into binding contracts unless the authority is assigned to them by the manager(s).
managed LLC is the automatic designation in most states and is the more common of the two designations. If you're a singlemember LLC (meaning you're the only owner), then a membermanaged LLC will make the most sense for your business.
Liability of managers: A manager is not liable for the LLC's debts and obligations. However, they may be held liable to the LLC or its members. For example, a manager may be liable for a breach of fiduciary duty or of the operating agreement, or for voting for the unlawful distribution of the LLC's assets.
Members of an LLC are its owners, much like shareholders of a corporation own the corporation. Managers of LLCs are like the board of directors or the officers of a corporation. If a manager is also a member, then the manager may have an ownership interest in the LLC.
An operating agreement is the governing contract adopted by members of a Limited Liability Company (LLC). It lays out the business's course and helps operations and management become more organized.
In a member-managed LLC, members (owners) are responsible for the LLC's day-to-day operations. In a manager-managed LLC, members appoint or hire a manager or managers to run the business. Whoever manages your LLC will be able to open and close bank accounts, hire and fire employees, enter contracts, and take out loans.
Although Operating Agreements are not required for Arizona LLCs, and one can be made at any time, it's best to create one in the beginning to help guide all important business decisions, regulations, and provisions.
A manager-managed operating agreement needs to spell out both the powers and duties of managers as well as provide guidelines for members' needs, such as transferring membership interest.