Kiritsis & Associates


Failure to have your LLC adopt a manager-managed management structure, may jeopardize the LLC’s underlying veil piercing shield?

John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M


Kiritsis Law Group   

212 922 0005



The structure of the management of an LLC is one of the main factors that will contribute to the success of your business. There are many different types of management structures, including sole proprietorships, partnerships and corporations. When choosing the best structure for your company, it is important to consider factors such as liability protection, tax benefits and ownership control. One of the more common LLC management structures used today is the member-managed LLC (MML). The member-managed LLC is a business entity that provides its owners with limited liability protection while allowing them to participate in management decisions. This type of management structure was created 


A Member-Managed LLC is a company run by its members (owners). This type of company is managed by its members, who have equal voting rights and decision-making power. If the members want to be actively involved in the company's operations, they can be responsible for the business's day-to-day operations. This way, they can make sure that the company is running smoothly and efficiently. A member-managed LLC may have managers that are not members. In this case, it is essential to draft a comprehensive operating agreement detailing each member's responsibilities. This agreement should include how decisions will be made, how disputes will be resolved, and what happens if a member leaves the LLC.


Two downsides to consider are that all members must work together in running the business and that disagreements between members can lead to serious problems and They have a more challenging time attracting investors who might not want to be involved in managing the business. This is because they lack the experience and expertise to properly run the business, which makes potential investors wary of investing in them.


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Phone: 212 922 0005


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The views expressed by this author are not legally binding or reflective of the author, the author’s firm, the author’s employers, the author’s employees, or any individual and/or organization.

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