Quick question for contracts aficionados: is “managing member” really a thing? I’m constantly seeing “managing member” as the title for people signing contracts for limited liability companies. In fact, a bank once actually made me sign documents as my law firm’s managing member when I set up a bank account. But there’s no such thing as a managing member at Blue Maven Law.
As I’ve written before, there are two flavors of limited liability companies: those that are managed by their members, and those that are managed by one or more managers, which might or might not be members. So the correct title for a member signing a contract on behalf of a member-managed LLC is “member.” And the correct title for a manager signing a contract on behalf of a manager-managed LLC is “manager.”
Of course, a member-managed LLC’s operating agreement could provide that one of the members runs the show as the managing member, in which case “managing member” would be the correct title for signature blocks. Or it might provide for officers such as a president, and grant them contract-signing authority. But I’m seeing “managing member” as the title for signatories for single-member LLCs and companies whose operating agreement doesn’t have the concept of managing member.
Am I crazy, or is this just wrong? I’d love to hear from contracts aficionados, so feel free to leave a comment, shoot me an email at firstname.lastname@example.org, or hit me up on Twitter at @theContractsGuy.
I put in my member managed LLC operating agreements that the member(s) may use the title managing member, as people, banks, etc. don’t like member as a stand alone title.
Joe: What do you do for manager-managed LLCs? If it’s a single-member company, using the title managing member probably isn’t confusing. But if one of the members is a manager, I’d want to be clear whether they were signing as manager or member. Using the title managing member in that situation really isn’t ideal.
Brian, it’s about apparent authority