Mich. Comp. Laws » Michigan Compiled Laws / Chapter 450 / Act 23 of 1993
Michigan Compiled Laws

Mich. Comp. Laws § 450.4401 (2026)

Management vested in members.

✓ current as of July 2026
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MICHIGAN LIMITED LIABILITY COMPANY ACT


Act 23 of 1993


450.4401 Management vested in members.

Sec. 401.

    Unless the articles of organization state that the business of the limited liability company is to be managed by 1 or more managers, the business of the limited liability company shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging the management rights and duties of any member or group of members. If management is vested in the members, both of the following apply:

    (a) The members are considered managers for purposes of applying this act, including section 406 regarding the agency authority of managers, unless the context clearly requires otherwise.

    (b) The members have, and are subject to, all duties and liabilities of managers and to all limitations on liability and indemnification rights of managers.

History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010

Notes of Decisions
Cited in 12 cases (5 in the last 5 years), 2009–2025 · leading case: Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016).
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Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016). · cites it 3× “”) (quotation marks and citation omitted); see also MCL 450.4401; MCL 450.4402(4). Therefore, this particular claim involves a dispute between the Firm and plaintiff, and is thus covered by the arbitration clause.”
Aqua Grp. LLC v. Fed. Ins., 620 F. Supp. 2d 816 (E.D. Mich. 2009). “§§ 450.4401 to 4408. Specifically, “[a] vote of a majority in interest of the members entitled to vote in accordance with section 502(1) is required to select managers to fill initial positions or vacancies.”
20250115_C367540_45_367540.Opn.Pdf (Mich. Ct. App. 2025). · cites it 7× “The court reasoned that this was so because MCL 450.4401 stated that the business of a limited liability company managed by members like United Farms was “subject to any provision in an operating agreement.”
ArcelorMittal Plate LLC v. Lapeer Indus., Inc. (E.D. Mich. 2021). · cites it 2× “” Mich. Comp. Laws § 450.4401 . Brentwood, according to its Operating Agreement, was managed by its members.”
Theodore J Dorr v. Wbm LLC (Mich. Ct. App. 2017). “4404 of Michigan’s Limited Liability Company Act, MCL 450.4401 et seq., requires that the fiduciary duty owed is to the company and not its individual members: [A] manager’s fiduciary duties are owed to the company and not to individual members.”
Theodore J Dorr v. Wbm LLC (Mich. Ct. App. 2017). “4404 of Michigan’s Limited Liability Company Act, MCL 450.4401 et seq., requires that the fiduciary duty owed is to the company and not its individual members: [A] manager’s fiduciary duties are owed to the company and not to individual members.”
Lynn Beth Baum v. David Baum (Mich. Ct. App. 2022). “AB Petro Mart, Inc v Ali T Beydoun Ins Agency, Inc, 317 Mich App 290 , 296 n 2; 892 NW2d 460 (2016); see also MCL 450.4401(a) (stating that members of LLCs are considered managers) and MCL 450.”
Dgi v. Farm Bureau Gen. Ins. Co of Mich (Mich. Ct. App. 2023). “See MCL 450.4401. -5- Mich App at 690-691 (holding that “having the use” of the vehicle refers to “proprietary or possessory usage, as opposed to merely incidental usage under the direction or with the permission of another.”
Oakland Physicians Med. Ctr., LLC (E.D. Mich. 2019). “)  Count IV: Breach of Statutory Duty (MCL 450.4401 et seq.)  Count V: Conversion – Common law and Statutory (MCL 600.”
Oakland Physicians Med. Ctr., L.L.C. (E.D. Mich. 2020). “Laws § 450.4401 et seq.); Count V: Conversion ( Mich.”
Justin Overley v. J Stevens Constr. Inc (Mich. Ct. App. 2025). “MCL 450.4401, a section of the MLLCA, states, in relevant part: Unless the articles of organization state that the business of the limited liability company is to be managed by 1 or more managers, the business of the limited liability company shall be managed by the members,…”
Cutler v. Comm'r, 2015 T.C. Memo. 73 (Tax Ct. 2015). “Petitioners failed to place the HDP operating agreement into the record or otherwise to establish that the HDP principals managed HDP differently than would be the case under the default rules of the LLC Act.”
Mich. Comp. Laws § 450.4401(a): 2 cases
Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016). “”) (quotation marks and citation omitted); see also MCL 450.4401; MCL 450.4402(4). Therefore, this particular claim involves a dispute between the Firm and plaintiff, and is thus covered by the arbitration clause.”
Lynn Beth Baum v. David Baum (Mich. Ct. App. 2022). “AB Petro Mart, Inc v Ali T Beydoun Ins Agency, Inc, 317 Mich App 290 , 296 n 2; 892 NW2d 460 (2016); see also MCL 450.4401(a) (stating that members of LLCs are considered managers) and MCL 450.”
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