TEXAS MEMBER-MANAGED LLC
By: Allen T May, C.E.O. of Westwood Associates, LLC.
If you don't specify how you want your LLC managed in your formation documents, Texas will treat your company by default as member-managed. As the owner and sole member of the LLC, this means you are also the manager - in the full legal sense of the word. As sole owner/member/manager of the LLC, you do have the option to delegate certain managerial authority to other people, such as authorizing someone else to write checks for the business or handle the company's accounting. This can be done in your operating agreement or by some other means such as a consent resolution or power of attorney.
Delegating certain management responsibilities to another person will not make the other person a manager. That person will only have the specified delegated authority and you - the sole owner - will remain the manager with the general overall authority under Texas state law to run the business. In addition, because you are also the owner, you will not be subject to the limitations on authority that otherwise apply to managers under Texas state law.
With a member-managed LLC, options for transfer of full management authority upon the death or incapacitation of the owner/manager include putting a section in the operating agreement, using a separate written resolution, or using other legal documents to transfer control. You may want to consider looking into those options to help ensure your business keeps operating in case something happens to you.
As with manager-managed LLCs, there also may be options under trust or estate planning laws. Keep in mind that because a member-managed LLC does not have a role of manager separate from the owner defined by statute, it may be more complicated or take more time to transfer management authority to another person.
Regarding this matter, we strongly suggest that you contact your licensed Texas attorney for guidance on what works best for your individual situation. For additional management consulting matters regarding your Texas LLC, please feel free to reach out to me via email at: allentmay@gmail.com