Member Managed vs.
Manager Managed LLCs

Most owners pick a management structure the way they pick a font for the company letterhead: quickly, from a dropdown, and without much thought. An online formation service asks whether the LLC will be “member managed” or “manager managed,” someone clicks the first option, and the business moves on. Years later, that choice decides who could sign the bank loan, who owed duties to whom, whether a silent investor was buying a security, and whether a partner who stopped showing up still had the power to bind the company to a lease.

For Oklahoma owners there is an added twist. Most national guides, including the plain English overview from Nolo, explain that LLCs are member managed unless the owners choose otherwise. That is true in most states, including the many that follow the Uniform Limited Liability Company Act. It is not true in Oklahoma. Under Section 2013 of the Oklahoma LLC Act, an Oklahoma LLC is managed by one or more managers unless the articles or operating agreement say otherwise. This guide explains how each structure actually allocates control, what each one means for duties, taxes, and securities law, and which structure fits the businesses we see most often in Oklahoma.

Table of Contents

• The Oklahoma Default Most Owners Miss
• How Each Structure Works
• Operational Control: Who Decides What
• Duties, Liability, and Passive Owners
• Tax and Securities Consequences
• Use Cases: Which Structure Fits
• Hybrid Structures
• Changing Structures Later
• Oklahoma Specific Considerations
• Frequently Asked Questions

The Oklahoma Default Most Owners Miss

The Oklahoma Limited Liability Company Act treats manager management as the starting point. Section 2013 provides that, unless the articles of organization, the operating agreement, or the Act provides otherwise, the company is managed by or under the authority of one or more managers, who may but need not be members. Member management is something the owners elect. Section 2015 lets the articles or operating agreement provide that the company will be managed “without designated managers,” and while that provision is in effect, the members are treated as the managers for purposes of the Act, carry all of the duties and liabilities of managers, and sign for the company as managers.

Oklahoma’s articles of organization do not require you to state a management structure at all. As our guide to forming an Oklahoma LLC explains, the articles need only the company’s name, term, principal address, and registered agent. That means the operating agreement is where the choice actually gets made, and an LLC without one is governed by the statute’s manager managed default.

What Happens When No One Chose

Picture two owners who formed an LLC online, never signed an operating agreement, and have run the business together for five years. Under the statute, their company is manager managed. But no one was ever elected manager. Section 2014 says managers are elected by a majority vote of the members, so the members can fix the gap, but until they do, it is not clear on paper who holds the authority the Act assigns to managers. The owners have been signing contracts, opening accounts, and hiring employees on authority the record does not clearly support.

Day to day, that gap rarely matters, because counterparties do not ask. It matters at the worst possible moments: when a lender’s counsel asks for a certificate of incumbency, when a title examiner reviews a deed signed by one of the owners, when a buyer’s diligence team asks who approved a major contract, or when the owners stop getting along and each claims the other lacked authority. A one page resolution electing managers, or an operating agreement that elects member management, closes the gap.

How Each Structure Works

Member Managed LLCs

In a member managed LLC, ownership and management are combined. Each owner is a manager for purposes of the Act. That arrangement works much like a general partnership with limited liability: everyone has a say, everyone can act for the company in its ordinary business, and everyone owes the company management level duties. It is simple, inexpensive to document, and intuitive for small teams in which every owner works in the business every day.

The simplicity has a cost. Every member, including one who has stopped working in the business, keeps the power to act for the company. Every member is exposed to claims that they breached management duties. And if the owners split evenly, the structure has no built in tiebreaker.

Manager Managed LLCs

In a manager managed LLC, ownership and management are separated. The members elect one or more managers, who may be members, outside executives, or another entity. The managers run the company, and the members participate through the votes the operating agreement or the statute reserves to them. The model resembles a corporation, with the managers playing the role of officers or a board and the members playing the role of shareholders.

The structure lets an LLC take money from people who do not want to run the business, keep authority concentrated in the people who do, and plan for succession by naming who manages next. It requires more careful drafting, because the members’ protection now depends on the limits, reporting, and removal rights written into the agreement.

Operational Control: Who Decides What

The label on an LLC tells you less than the decision map behind it. Control in any LLC breaks into five questions: who runs the business day to day, who can bind the company to outsiders, who approves major decisions, how votes are counted, and who can replace the people in charge. The table below shows how the Oklahoma Act answers each question when the operating agreement is silent.

Day to Day Authority

Ordinary decisions, such as hiring, pricing, vendor contracts, and routine spending, belong to whoever manages the company. In a member managed LLC, that is every owner, which works well when the owners divide responsibilities naturally and badly when two owners give an employee conflicting instructions. In a manager managed LLC, ordinary decisions belong to the managers, and members who disagree must work through the votes and removal rights the agreement gives them, not through the employees.

Authority to Bind the Company

This is where the structures differ most in practice. Under Section 2019, every manager is an agent of the LLC for its business, and a manager’s act in apparently carrying on that business binds the company unless the manager lacked authority and the other party knew it. The statute goes further: unauthorized acts still bind the company as to people acting in good faith who do not know about the limit. That is a statutory version of the apparent authority doctrine, and it means internal limits mostly protect the owners against each other, not the company against the outside world.

In a member managed LLC, every member is a manager, so every member carries that agency power. A 10 percent owner who never works in the business can sign a lease that binds the company if the landlord had no reason to know about a restriction. In a manager managed LLC, members acting only as members are not agents, so the people who can bind the company are the people the owners deliberately put in charge.

How Votes Are Counted

Oklahoma uses two different default voting rules, and the difference matters. Under Section 2018, managers decide by majority vote on a per capita basis, meaning one vote per manager regardless of ownership. Under Section 2020, members vote in proportion to their interests in profits, so a 60 percent owner outvotes a 40 percent owner on member matters.

In a manager managed LLC, the two rules fit together cleanly: managers make management decisions one person, one vote, and members vote by economics on the matters reserved to them. In a member managed LLC, the members are deemed managers “unless the context clearly requires otherwise,” and the Act does not say clearly which rule governs ordinary management decisions. A court could count those votes per person under Section 2018 or by profits under Section 2020. The answer can flip control of the company, which is why a member managed operating agreement should state the voting rule in plain terms.

Major Decisions and Reserved Matters

By statute, a majority of profits interests must approve a sale of all or substantially all assets, a merger, and amendments to the articles or operating agreement, unless the documents say otherwise. Dissolution by consent and certain amendments that weaken those protections require unanimity unless a written operating agreement says otherwise. Our guide to Oklahoma LLC operating agreements walks through each of these defaults.

In practice, every manager managed LLC with outside owners should have a negotiated list of reserved matters that the managers cannot approve alone, such as borrowing above a threshold, issuing new units, related party transactions, or changing the company’s line of business. That list is the members’ main protection, and it is the most negotiated part of most manager managed agreements. Our article on protecting minority owners covers how consent rights are typically built.

Electing and Removing Managers

Section 2014 provides that members elect managers by majority vote and can remove any or all managers, with or without cause, by written consent, unless the documents say otherwise. That default favors the majority owner. In a company where one person owns 51 percent, the majority can replace an outside manager at will, and a minority owner serving as manager can be removed from management without any finding of fault. Investors in a manager managed deal often negotiate the opposite: removal only for cause, a supermajority threshold, or a separate class vote.

Information and Records

Under Section 2021, members have statutory rights, for any purpose reasonably related to their interest, to inspect company records, receive information about the company’s business and financial condition, and obtain tax returns. In a member managed LLC, those rights rarely come up, because every member is already inside the business. In a manager managed LLC, they become the members’ window into what the managers are doing, and a well drafted agreement replaces them with a reporting schedule rather than leaving members to make demands.

Duties, Liability, and Passive Owners

Limited Liability Is the Same Either Way

The management structure does not change the basic liability shield. Under Oklahoma law, members and managers are not liable for the company’s obligations solely because of their role, whether the LLC is member managed or manager managed. What changes is who holds authority, who owes duties, and who is exposed if something goes wrong in how the business is run.

Who Owes Fiduciary Duties

Section 2016 requires managers to act in good faith, with the care an ordinarily prudent person would use in a similar position, and in the way they reasonably believe is in the company’s best interests. Managers also must account for profits they take from company business without consent. Our guide to fiduciary duties in Oklahoma companies covers those duties in depth.

In a member managed LLC, every member is a manager and carries those duties. That includes the member who invested money and never set foot in the office. In a manager managed LLC, passive members generally do not owe management duties, because they do not manage. That is one of the strongest reasons to choose manager management for any company with owners who are investors rather than operators. A fiduciary obligation is a serious thing to impose on someone who never agreed to run the business.

Oklahoma also limits how far an operating agreement can reshape those duties. The agreement may limit a manager’s monetary liability for breaches of care and define the scope of duties if the definition is not manifestly unreasonable, but it cannot eliminate liability for breaches of loyalty, bad faith, intentional misconduct, or knowing violations of law. Duty waivers copied from Delaware forms often go further than Oklahoma allows.

Passive Owners in a Member Managed LLC

The mismatch between a passive owner and a member managed structure shows up in four places at once. The passive owner holds authority to bind the company that no one wants them to use. They owe management duties for decisions they do not make. Their interest may still be treated as a security if, in reality, they depend entirely on the others to generate a return. And their tax position is weaker than it would be in a structure that matched their actual role. When any owner is passive, the structure should usually say so.

Tax and Securities Consequences

Management structure is a state law question, but it feeds directly into two federal questions that cost owners real money when they get them wrong. In both cases, the label is evidence, not the answer. What matters is what each owner actually does.

Self Employment Tax

Active owners of an LLC taxed as a partnership generally owe self employment tax, currently 15.3 percent on earnings up to the Social Security wage base plus Medicare above it, on their share of business income. Federal law excludes a limited partner’s share of income, other than guaranteed payments for services, and LLC owners have long argued that passive members should get the same treatment.

The Tax Court has made clear that labels do not settle that argument. In the Soroban Capital Partners case, the court held in 2023 that state law limited partner status is not enough and that a functional analysis of each partner’s actual role applies. In 2025, applying that test, the court found that partners who worked in the business, generated its income, and ran its operations were limited partners in name only. Earlier decisions applied the same approach to LLC members.

For LLC owners, the practical point is that a manager managed structure helps a truly passive member’s position, and does nothing for a member who works full time in the business. A member who serves as a manager, or who has authority to bind the company, will have a hard time claiming passive status. A member managed structure makes that argument harder for every member. Your CPA should be part of the structuring conversation if self employment tax is a meaningful number for any owner.

Passive Activity Rules

The passive activity rules work in the other direction. They limit an owner’s ability to deduct losses from businesses in which the owner does not materially participate. Material participation turns on what the owner actually does, not on the LLC’s management label. An investor who wants to use early losses against other income, and a manager who wants to be treated as passive for self employment tax, may want opposite answers from the same facts. Those goals should be reconciled before the agreement is signed.

Securities Law

An LLC interest is not automatically a security, but it can be one. Courts apply the investment contract test from SEC v. W.J. Howey Co., asking whether the buyer invested money in a common enterprise expecting profits from the efforts of others. Interests in a genuinely member managed LLC, where every member has real management power and uses it, usually fall outside that test. Interests sold to passive members of a manager managed LLC usually fall inside it, because the whole point of the structure is that the managers do the work.

Courts look at economic reality rather than paperwork, so calling an LLC member managed does not protect an offering to investors who, in practice, have no ability to manage. If you are bringing in passive capital, assume the interests are securities and plan for an exemption, such as Rule 506 of Regulation D, along with the Oklahoma notice filing that usually accompanies it. Our guide to unregistered securities offerings explains the exemptions most private companies rely on.

Use Cases: Which Structure Fits

The right structure depends less on the size of the company than on who the owners are and what each of them actually does. Here is how the choice plays out in the situations we see most often.

Operating Businesses

Two or three founders, all full time. A landscaping company, a software startup, or a medical billing firm run by co founders who all work in the business is the classic member managed company. Everyone already makes decisions, and member management matches that reality at the lowest cost. The structure needs three things in writing: a voting rule for management decisions, a deadlock mechanism if ownership is equal, and limits on what any one member can sign without the others. If the founders expect to raise outside money in the next few years, it is often cleaner to adopt a manager managed structure with a board of managers now, because investors will ask for one anyway.

An operator and a money partner. A restaurant, a gym, or a construction company in which one partner runs the business and another contributed most of the capital is the most common mismatch we see. Member management gives the money partner authority they will not use and duties they did not sign up for, and gives the operator no clear authority to run the business alone. A manager managed structure, with the operator as manager and the investor holding a defined list of consent rights and reporting, usually fits both sides better.

Professional practices. Small professional practices organized as PLLCs are often member managed because every owner is a licensed professional who practices in the firm. As a practice grows, most move to a managing member or management committee model so that billing, hiring, and leases are not decided by every partner.

Multi unit franchise owners. Franchisors typically require a designated operating principal who controls day to day operations, and multi unit franchise entities often bring in investors who do not work in the stores. Manager management lets the operating principal hold clear authority while investors stay passive. Our guide to buying a franchise in Oklahoma covers how the franchise agreement and entity documents interact.

Real Estate and Investor Capital

Syndications and investment LLCs. When a sponsor raises money from a group of investors to buy an apartment complex, a strip center, or a portfolio of rental houses, the LLC should be manager managed. The sponsor or its affiliate serves as manager, investors are passive members, and the agreement covers the manager’s fees, reporting, capital calls, and the circumstances under which investors can remove the manager. These interests are almost always securities.

Single asset holding companies. Owners often hold the building their business occupies in a separate LLC. When the same two or three people own both companies and make every decision together, member management can work. When the property company has different owners, lenders, or an estate plan attached to it, manager management with a named manager and successor is usually cleaner. Our guide to series LLCs covers another option for holding several properties.

Oil, Gas, and Mineral Interests

Family mineral LLCs. Oklahoma families often consolidate inherited mineral interests into an LLC so that one entity, rather than a dozen scattered heirs, receives lease offers, signs division orders, and collects royalties. That only works if one person or a small group has clear authority to act. A manager managed LLC with a named family manager, a successor, and a short list of matters requiring member approval, such as selling minerals outright, is the usual answer. Member management recreates the problem the LLC was supposed to solve, because every heir again has authority to sign. Our guide to inheriting oil and gas rights explains how those interests pass in the first place.

Oil and gas investment entities. LLCs formed to pool investor money for working interests or mineral acquisitions are manager managed for the same reasons as real estate syndications, and they raise the same securities questions. The tax treatment of oil and gas interests has its own rules, so the structure should be built alongside the company’s CPA.

Family Ownership and Succession

Family investment and business LLCs. Parents who want to shift ownership of a business, real estate, or investments to the next generation while keeping control almost always use a manager managed LLC. The parents serve as managers, children or trusts for their benefit hold economic interests, and the agreement names who manages after the parents. Combining manager management with voting and nonvoting units separates economic ownership from control even further.

For larger estates, gifts of interests in a manager managed LLC may support valuation discounts for lack of control. Those discounts depend on the family actually respecting the structure: keeping the entity’s money separate, following the agreement, and not treating the LLC’s assets as the parents’ personal property. Control that is too complete, or retained too visibly, can undo the planning. Our guides to succession planning for family businesses and irrevocable trusts cover how these entities fit into an estate plan.

Trusts as members. When a revocable or irrevocable trust holds an LLC interest, member management would make the trustee a manager of the business. Manager management usually fits better, letting the trustee act as an owner while the people running the business keep doing so.

Single Member LLCs

For a sole owner, the structure matters less during life and more at death or incapacity. Under the Oklahoma default, a single member LLC with no operating agreement is technically manager managed with no manager ever named. A short agreement that names the owner as manager and designates a successor manager lets someone act immediately if the owner dies or becomes incapacitated, instead of waiting for a court to appoint a personal representative.

Hybrid Structures

The two statutory models are starting points, not the only options. Oklahoma lets the operating agreement allocate authority in almost any way the owners choose, and most well drafted agreements use some combination of the following.

The “Managing Member”

Owners often call one person the “managing member,” a title the Act does not define. In a manager managed LLC, it usually means a member who also serves as manager, which is clean and common. In a member managed LLC, it is ambiguous: the title suggests one person runs the business, but the statute still treats every member as a manager with authority to bind the company. If you use the title, the agreement should say which structure applies and what authority the title carries.

Boards of Managers and Officers

Larger LLCs often create a board of managers that works like a corporate board, with seats allocated by class or investor, and appoint officers to run daily operations. Section 2013 lets the agreement authorize managers to adopt bylaws, which become part of the operating agreement. This structure is common in companies preparing to raise capital or sell, because buyers and investors are comfortable with it.

Classes and Separate Votes

Both Section 2018 and Section 2020 let the operating agreement give particular managers, members, or classes their own separate vote on any matter. That is how investor consent rights, founder protections, and family control provisions are usually built. Our article on exiting an LLC shows how class votes interact with transfer and buyout rights.

Changing Structures Later

Companies outgrow their structure all the time. A two founder member managed LLC brings in an investor. A family LLC loses its manager. A manager managed company buys out its passive members and is down to the people who run it. Switching is usually possible, but it is more than editing one paragraph.

The vote. Changing structure means amending the operating agreement, and the articles if they address management. Absent a different rule in the agreement, Section 2020 requires a majority of profits interests to amend. Many agreements set a higher threshold, and investors often hold a separate consent right.

Authority and third parties. When a member managed LLC becomes manager managed, members who used to have authority lose it, but banks, vendors, and landlords may not know that. Under the apparent authority principles discussed above, a former member manager can keep binding the company with counterparties who have not been told. Signature cards, authority certificates, and key counterparties need to be updated.

Duties. Members who give up management also give up the duties that came with it, but not for decisions they already made. Members who become managers take on duties they did not have before.

Tax and securities. A change in who manages can change each owner’s self employment tax position and, if passive members are added, whether their interests are securities. Those consequences should be analyzed before the amendment is signed, not after.

Lenders and contracts. Loan agreements, franchise agreements, and key contracts sometimes require notice of, or consent to, changes in management. Our guide to SBA 7(a) loans covers one common example, since SBA lenders track who controls a borrower.

Oklahoma Specific Considerations

Beyond the manager managed default, several Oklahoma rules affect how the management choice plays out in practice. Our Oklahoma business formation attorneys can help you choose a structure that fits your owners and document it so banks, title examiners, and investors accept it without questions.

Signing for the Company

Section 2015 requires a member of a member managed LLC to sign as a manager. Section 2019 makes instruments for acquiring, mortgaging, or disposing of company property valid when executed by one or more managers, subject to the general agency rule. Oklahoma title examiners follow the Oklahoma Bar Association’s Title Examination Standards, and Standard 14.3 lets an examiner presume a manager was authorized when the manager signs and acknowledges a recorded instrument, and accepts signatures identified as “Manager and Member,” “Member Manager,” or “Managing Member.” For LLCs that buy and sell real estate or minerals, getting the signature block right avoids curative requirements later.

Proving Authority to Banks and Buyers

Because Oklahoma’s public filings say nothing about who manages an LLC, banks, title companies, and buyers rely on the operating agreement and on certificates signed by the company. An LLC with no operating agreement, or one that conflicts with how the company actually operates, should expect delays at account opening, loan closings, and sales. Our guide to selling a business in Oklahoma covers how buyers test authority in diligence.

Mineral and Royalty Ownership

Operators, purchasers, and title examiners deal with Oklahoma LLCs that own minerals every day. A manager managed family mineral LLC with a clear manager and successor gets lease offers signed, division orders processed, and suspended royalties released faster than one in which every heir must sign. When a manager dies without a named successor, the company can face the same title problems the LLC was formed to avoid. Our oil and gas title practice sees these issues regularly.

Duties Cannot Be Waived Entirely

Oklahoma does not permit an operating agreement to eliminate the duty of loyalty or liability for bad faith, intentional misconduct, or knowing violations of law. For manager managed LLCs with outside investors, that limit protects members and constrains managers, and it means a duty waiver drafted for a Delaware LLC will not work as written in Oklahoma.

Oklahoma Securities Filings

Offerings of manager managed LLC interests to passive investors usually need a federal exemption and a notice filing with the Oklahoma Department of Securities. The filing is not complicated, but an offering that fails to qualify for an exemption can give investors the right to demand their money back, which is a poor outcome in a deal that later struggles.

Frequently Asked Questions

• What is the default management structure for an Oklahoma LLC?

  Manager managed. Section 2013 of the Oklahoma LLC Act provides that an LLC is managed by one or more managers unless the articles of organization or operating agreement provide otherwise. Member management applies only if the articles or operating agreement say the company will be managed without designated managers. Most other states default the other way.

• Can a member also be a manager?

  Yes. Many manager managed LLCs name one or more members as managers, often with the title “managing member.” Those individuals hold manager authority and duties, while the remaining members hold only the rights the operating agreement gives members.

• Can a manager be someone who does not own part of the company?

  Yes. Oklahoma allows managers who are not members, including outside executives and other entities. Investment LLCs often use an affiliate of the sponsor as manager, and some family LLCs name a trusted advisor or professional manager.

• Who can sign contracts for a member managed LLC?

  Every member, as a manager, can generally bind the company to contracts in the apparent course of its business. Internal limits in the operating agreement bind the members to each other, but they may not protect the company against a counterparty who acted in good faith without knowledge of the limit.

• Does a manager managed structure give passive members better liability protection?

  Not for the company’s debts. Members of both structures are protected from company obligations solely because of their membership. The difference is that passive members of a manager managed LLC generally do not have authority to bind the company or owe management duties, which reduces their exposure to claims about how the business was run.

• How do managers vote in Oklahoma?

  Unless the documents say otherwise, managers decide by majority vote on a per capita basis, meaning one vote per manager regardless of ownership. Members, by contrast, vote in proportion to their interests in profits. The operating agreement can change either rule.

• Can members remove a manager?

  By default, yes. Members can remove any or all managers, with or without cause, by written consent, and elect replacements by majority vote. Operating agreements often change that rule, for example by requiring cause or a supermajority.

• Should a single member LLC be member managed or manager managed?

  Either can work, but the operating agreement should choose. Under the Oklahoma default, a single member LLC with no agreement is technically manager managed with no manager named. Naming the owner as manager and designating a successor manager lets someone run the business immediately if the owner dies or becomes incapacitated.

• Does the management structure change how the LLC is taxed?

  It does not change the entity’s tax classification, but it can affect individual owners. Whether a member can avoid self employment tax on a share of income, or use losses against other income, depends on what that member actually does. Manager management supports a truly passive member’s position but does not help a member who works in the business.

• Are interests in a manager managed LLC securities?

  Often, yes. Interests sold to passive members who rely on the managers to produce a return generally meet the investment contract test. Interests in a member managed LLC where every member genuinely manages usually do not, but courts look at what members can actually do, not the label.

• Can we switch from member managed to manager managed later?

  Yes, by amending the operating agreement and, if necessary, the articles. A majority of profits interests can approve the amendment unless the agreement requires more. The switch also requires updating bank and counterparty records and reviewing tax, securities, and lender consequences.

• What is a managing member?

  A title, not a statutory category. In a manager managed LLC it usually means a member who also serves as a manager. In a member managed LLC it can mislead, because every member still has manager authority under the Act unless the operating agreement says otherwise. Oklahoma title examiners accept the title on recorded instruments.

• What happens if our operating agreement does not say which structure we use?

  The statute’s manager managed default applies. If no managers were ever elected, the members should promptly elect managers or amend the agreement to adopt member management, and confirm prior actions, so that lenders, buyers, and title examiners see a clean record of authority.

Getting the Structure Right

The choice between member management and manager management is really a choice about who controls the business, who answers for that control, and whether the paperwork matches how the company actually runs. Member management fits owners who all work in the business and want to keep things simple. Manager management fits nearly everyone else: companies with investors, families planning succession, trusts, mineral holding companies, and any business where one person is running money that belongs to others. Oklahoma’s statute tilts toward manager management by default, which makes it especially important to choose deliberately rather than inherit a structure by accident.

Whichever structure you choose, the operating agreement should state it plainly, set the voting rules, define what requires owner approval, and name who takes over when the current leadership changes. For the provisions that should sit around the management article, see our operating agreement guide, our guide to buy sell agreements, and our comparison of LLCs, S corporations, and C corporations. The SBA’s business structure guide and the Oklahoma Secretary of State’s business forms are useful starting points for the filing side.

Disclaimer: This article provides general information about LLC management structures under the Oklahoma Limited Liability Company Act and related federal tax and securities rules, and is not legal, tax, or investment advice. The right structure depends on your owners, your capital, your tax position, and your plans for growth and succession, and several of the questions discussed here turn on facts and developing case law. Laws change and every situation turns on its own facts. For guidance on your specific situation, consult qualified Oklahoma counsel and your tax advisor.

About Cantrell Law Firm: We are Oklahoma business attorneys and former entrepreneurs who help founders, families, and investors structure companies so that control, money, and responsibility line up with how the business actually runs. Learn more about our business formation practice. Contact us to discuss how your LLC is managed.