When starting a Limited Liability Company (LLC), one of the most common questions new business owners ask is: “Does an LLC have a board of directors?”
The short answer: No — LLCs do not have a board of directors unless they voluntarily choose to create one. Unlike corporations, LLCs operate with a more flexible management structure that typically does not involve a formal board.
In this article, we’ll explain:
- The difference between an LLC and a corporation in terms of governance
- How LLCs are typically managed
- When and why an LLC might choose to create a board
- Alternatives to a board of directors for LLCs
- Best practices for managing an LLC
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Does an LLC Require a Board of Directors?
No. LLCs are not legally required to have a board of directors. This is one of the main differences between LLCs and corporations.
Corporations must:
- Appoint a board of directors
- Hold annual meetings
- Maintain corporate bylaws
- Follow formal governance procedures
LLCs, on the other hand, are governed by a simpler structure defined in their operating agreement. This allows owners (called members) to manage the business directly or appoint managers.
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LLC Management Structures: Member-Managed vs. Manager-Managed
LLCs are managed in one of two ways:
1. Member-Managed LLC
– All members participate in daily operations
– Most common for small businesses and startups
– No need for officers or directors
2. Manager-Managed LLC
– Members appoint one or more managers (can be members or outside professionals)
– Useful for passive investors or larger teams
– Still, no board of directors is required
Whether you’re managing it yourself or hiring someone to do it, the structure is outlined in your LLC’s operating agreement — not dictated by corporate law.
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Can an LLC Create a Board of Directors?
Yes — while not required, an LLC can voluntarily create a board or adopt a corporate-style governance structure. This is often done when:
- Seeking venture capital or large investors
- Planning to convert to a corporation later
- Operating a large or multi-state enterprise
- Wanting additional oversight or structure
This “board” would be created and governed according to the LLC’s operating agreement. However, it does not carry the same legal obligations as a corporate board unless the agreement explicitly gives it authority.
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Alternatives to a Board of Directors in an LLC
LLCs often use simpler forms of oversight or leadership, such as:
- Appointed managers or managing members
- Executive officers (CEO, CFO, COO, etc.)
- Advisory boards (for guidance, not governance)
- Written procedures in the operating agreement
These structures provide accountability without the complexity of corporate boards.
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Do LLCs Have Officers?
No, not by default. But you can designate officers in your operating agreement (e.g., CEO, president, treasurer) if desired.
This can improve your company’s professional image and make it easier to interact with banks, clients, or investors.
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Final Thoughts
No — LLCs do not have a board of directors by default. Instead, they’re managed directly by members or appointed managers as outlined in their operating agreement. This flexibility is one of the biggest benefits of forming an LLC.
However, if your LLC needs more formal oversight or plans to scale significantly, you can create a board-like structure voluntarily. Just make sure it’s clearly documented in your operating agreement.
Need help forming your LLC or customizing your management structure? FormLLC makes it simple to register your business, file for an EIN, and set up operating agreements — all with expert compliance support.
