In LLCs, if the AOO provides for management by managers, what is required for actions by managers?

• A. Unanimous vote
• B. Majority vote
• C. No vote required
• D. Secretary of state approval

Answer: (B)

When an LLC is designated as manager-managed, those who are appointed as managers run the company. Decisions by the managers are made by a majority vote of the managers, unless the operating agreement sets a higher threshold or requires unanimity for specific actions. This mirrors how many governance structures work—the ordinary course decisions are controlled by the group of managers by a simple majority. If there’s only one manager, that person can act on their own; with multiple managers, more than half must agree for official action. External approvals from the secretary of state aren’t how day-to-day manager actions are validated.