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

Mich. Comp. Laws § 450.4406 (2026)

Manager as agent.

✓ current as of July 2026
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MICHIGAN LIMITED LIABILITY COMPANY ACT


Act 23 of 1993


450.4406 Manager as agent.

Sec. 406.

    A manager is an agent of the limited liability company for the purpose of its business, and the act of a manager, including the execution in the limited liability company name of any instrument, that apparently carries on in the usual way the business of the limited liability company of which the manager is a manager binds the limited liability company, unless both of the following apply:

    (a) The manager does not have the authority to act for the limited liability company in that particular matter.

    (b) The person with whom the manager is dealing has actual knowledge that the manager lacks authority to act or the articles of organization or this act establishes that the manager lacks authority to act.

History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010

Notes of Decisions
Cited in 13 cases (7 in the last 5 years), 2005–2025 · 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 2× “) MCL 450.4406, in turn, states: “A manager is an agent of the limited liability company for the purpose of its business .”
Echelon Homes, LLC v. Carter Lumber Co., 694 N.W.2d 544 (Mich. 2005). · cites it 2× “1472(2) ("with actual knowledge of the restriction"); MCL 450.4406(b) ("has actual knowledge"); MCL 487.”
Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015). “MCL 450.4406. Salem Springs Owner’s operating agreement specifies that it will be managed by a manager, “who, acting alone and without the approval of any Member will have the free, exclusive and absolute right, power and authority to manage and control the Company and its…”
20250115_C367540_45_367540.Opn.Pdf (Mich. Ct. App. 2025). · cites it 27× “We conclude that Craven’s signing of the promissory note on behalf of United Farms as a manager of that limited liability company bound United Farms under MCL 450.4406, so the trial court erred by denying Coughlin’s motion for summary disposition on her breach-of-contract claim.”
ArcelorMittal Plate LLC v. Lapeer Indus., Inc. (E.D. Mich. 2021). · cites it 2× “Mich. Comp. Laws § 450.4406 (emphasis added).”
Est. of James Armour II v. Rodney W Hall (Mich. Ct. App. 2017). “MCL 450.4406. -3- Applying these standards here, the following is clear: Hall Investments, LLC is a separate and distinct legal entity from that of its nine members, including Hall.”
Trail Side LLC v. Vill. of Romeo (Mich. Ct. App. 2017). “Further, as defendant states in its brief, Rogers had been “prosecuted” by defendant on at least two occasions for using the subject property as if it was zoned industrial rather than residential.”
Trail Side LLC v. Vill. of Romeo (Mich. Ct. App. 2017). “Further, as defendant states in its brief, Rogers had been “prosecuted” by defendant on at least two occasions for using the subject property as if it was zoned industrial rather than residential.”
Lynn Beth Baum v. David Baum (Mich. Ct. App. 2022). “4401(a) (stating that members of LLCs are considered managers) and MCL 450.4406 (stating that managers are agents of the LLC).”
Dgi v. Farm Bureau Gen. Ins. Co of Mich (Mich. Ct. App. 2023). “[5] MCL 450.4406. [Dawley v Hall, 319 Mich App 490 , 496-497; 902 NW2d 435 (2017), vacated on other grounds 501 Mich 166 (2018) (first two alterations in original, some citations omitted).”
Tanger Grand Rapids, LLC v. Rockford Constr. Co. (6th Cir. 2024). “See Mich. Comp. Laws § 450.4406 . By signing the contract as Tanger Devco, McDonough bound the principal, Tanger Grand Rapids.”
Mohammed Abdulla v. Progressive Se. Ins. Co. (Mich. Ct. App. 2024). “Although Abdulla is the sole member of Tornado Trucking, “a member has no interest in specific limited liability company property.”
Show all 13 citing cases →
— Mich. Comp. Laws § 450.4406(a) — 1 case
20250115_C367540_45_367540.Opn.Pdf (Mich. Ct. App. 2025). “We conclude that Craven’s signing of the promissory note on behalf of United Farms as a manager of that limited liability company bound United Farms under MCL 450.4406, so the trial court erred by denying Coughlin’s motion for summary disposition on her breach-of-contract claim.”
— Mich. Comp. Laws § 450.4406(b) — 2 cases
Echelon Homes, LLC v. Carter Lumber Co., 694 N.W.2d 544 (Mich. 2005). “1472(2) ("with actual knowledge of the restriction"); MCL 450.4406(b) ("has actual knowledge"); MCL 487.”
20250115_C367540_45_367540.Opn.Pdf (Mich. Ct. App. 2025). “We conclude that Craven’s signing of the promissory note on behalf of United Farms as a manager of that limited liability company bound United Farms under MCL 450.4406, so the trial court erred by denying Coughlin’s motion for summary disposition on her breach-of-contract claim.”
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