Austin, TX asked in Business Formation for Texas

Q: Can a managing member of a LLC be removed with out their authorization?

This is filed with the Secretary of State in Texas

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1 Lawyer Answer
Tri Minh Nguyen
Tri Minh Nguyen
  • Houston, TX
  • Licensed in Texas

A: Hello. Good question. When an LLC is formed, there should have been an LLC company agreement or operating agreement. This agreement usually sets out when and/or how a managing member (if a member-managed LLC) or manager (if a manager-managed LLC) can be removed. Have you checked the agreement?

Assuming the agreement doesn't address this issue, then refer to the Texas Business Organizations Code. Depending on your situation, various provisions may apply. Please consult with a licensed attorney after reviewing the LLC portion of the Texas Business Organizations Code -

The short answer is yes, a managing member can be removed, but the specific details of your situation will dictate how the removal occurs.

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