MICHIGAN LIMITED LIABILITY COMPANY ACT
Act 23 of 1993
450.4402 Managers; delegation; qualifications; number; notice of delegation.
Sec. 402.
(1) The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of 1 or more managers. The delegation of the management of a limited liability company to managers is subject to any provision in the articles of organization or in an operating agreement restricting or enlarging the management rights and duties of any manager or group of managers.
(2) An operating agreement may prescribe qualifications for managers, including a requirement that the managers be members.
(3) The number of managers shall be specified in or fixed in accordance with an operating agreement.
(4) If the articles of organization delegate management of a limited liability company to managers, the articles of organization constitute notice to third parties that managers, not members, have the agency authority described in section 406.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
Notes of Decisions
Cited in
5
cases (
2 in the last 5 years), 2015–2025 · leading case:
Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016).
Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016).
· cites it 2× “) MCL 450.4402(4) adds: “If the articles of organization delegate management of a limited liability company to managers, the articles of organization constitute notice to third parties that managers, not members, have the agency authority described in section 406.”
Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015).
“MCL 450.4402(1). A manager is considered an agent of the limited liability company for the purpose of its business, and the acts of a manager in the limited liability company’s name typically bind the limited liability company.”
Justin Overley v. J Stevens Constr. Inc (Mich. Ct. App. 2025).
· cites it 2× “MCL 450.4402(1) further provides: The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of 1 or more managers.”
Carol Petra Bartosiewicz v. A2q LLC (Mich. Ct. App. 2020).
“, MCL 450.4402. Therefore, Jayakar’s approval of Bartosiewicz running the business does not necessarily correlate to an indication that he approved of her membership in A2Q.”
Giuseppe Balsamo v. Frank D'Anna (Mich. Ct. App. 2023).
“The FAC stated nine counts: common-law and statutory conversion (Count I), fraudulent misrepresentation (Count II), breach of contract – the membership agreement (Count III), breach of contract – the agreement (Count IV), unjust enrichment (Count V), breach of common-law and…”
— Mich. Comp. Laws § 450.4402(1) — 2 cases
Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015).
“MCL 450.4402(1). A manager is considered an agent of the limited liability company for the purpose of its business, and the acts of a manager in the limited liability company’s name typically bind the limited liability company.”
Justin Overley v. J Stevens Constr. Inc (Mich. Ct. App. 2025).
“MCL 450.4402(1) further provides: The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of 1 or more managers.”
— Mich. Comp. Laws § 450.4402(4) — 2 cases
Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016).
“) MCL 450.4402(4) adds: “If the articles of organization delegate management of a limited liability company to managers, the articles of organization constitute notice to third parties that managers, not members, have the agency authority described in section 406.”
Justin Overley v. J Stevens Constr. Inc (Mich. Ct. App. 2025).
“MCL 450.4402(1) further provides: The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of 1 or more managers.”
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