Will my position listed on the LLC documents affect my rights to ownership or input to the company?

Full question:

My wife & I have recently formed a corporation & purchased a business, along with the land it sits on & the building it occupies. We formed an LLC for the building & property, to protect them from anyone who might try to sue the business. We included our primary home & a rental property in the LLC also. Both my wife & I are listed as officers/shareholders of the corporation. By mistake, when we filled out the documents to form the LLC, my wife was listed as a Manager & I was listed as a Member. My question is: Should I be listed on the LLC documents as a manger also, so that my rights to ownership (50%) of the3 properties are not adversely affected, and that I have an equal voice in the way that they are maintained/managed?

• Category: LLC
• Date: 04/07/2025
• State: National

Answer:

I am prohibited from giving a legal opinion. The answer will depend on the language of the operating agreement. Typically, a manager of a LLC has a voice in the way the business affairs are carried out. The articles of organization or the operating agreement may provide for the creation of classes of members having rights, powers, and duties as the operating agreement may provide, including rights, powers, and duties senior to other classes of members. The operating agreement may vest managerial authority in one or more managers, which may include a principal or head manager, or a board of managers, any of whom may, but need not also, be a member of the LLC.

Each manager is an agent of the LLC and has a fiduciary relationship with the LLC, its other managers, and its members, and, with the company’s creditors as well in case of insolvency. Similar to a shareholder or limited partner, a nonmanaging LLC member generally has no fiduciary obligations. Just as a majority or controlling shareholder owes fiduciary duties to the corporation and minority shareholders, a majority or controlling LLC member owes fiduciary duties to the LLC and other members.

If a member's economic interest in the limited liability company is terminated pursuant to the operating agreement, the member may demand and shall be entitled to receive a return of that member's contribution. Any provision in an operating agreement governing the termination of a member's interest and the return of a member's contribution shall be enforceable in accordance with its terms unless the member seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the agreement was made. The members of a limited liability company vote in proportion to their interests in current profits of the limited liability company.