The Lost Distinction between Agency and Decisional Authority: Unfortunate Consequences of the Member-Managed versus Manager-Managed Distinction in the Limited Liability Company

28 Pages Posted: 17 Oct 2007

Abstract

Nearly every state's limited liability act provides that LLC's may be either "member-managed" or "manager-managed." This election, typically made in the publicly filed articles/certificate of organization, has a pair of implications - it determines the default internal management structure for the organization as well as the apparent agency paradigm by which the organization may be bound. This article examines the history of this linkage of decision making and apparent agency authority and demonstrates that, in the LLC, it is inappropriate to link these two aspects. The argument made in this article was ultimately embodied in section 301 of the Revised Uniform Limited Liability Company Act .

Suggested Citation

Rutledge, Thomas E., The Lost Distinction between Agency and Decisional Authority: Unfortunate Consequences of the Member-Managed versus Manager-Managed Distinction in the Limited Liability Company. Kentucky Law Journal, Vol. 93, No. 3, 2004-2005, Available at SSRN: https://ssrn.com/abstract=1022327

Thomas E. Rutledge (Contact Author)

Stoll Keenon Ogden PLLC ( email )

2000 PNC Plaza
500 West Jefferson Street
Louisville, KY 40202-2828
United States

HOME PAGE: http://skofirm.com

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Downloads
241
Abstract Views
1,442
Rank
237,586
PlumX Metrics