Definition
A manager is a person appointed, elected, or otherwise authorized to conduct, direct, or administer the affairs of another person, an organization, or a legal entity. The term carries distinct meanings across different legal contexts:
1. Corporate and business entity law. A person designated with authority to direct the operations and affairs of a corporation, company, or other business entity on behalf of its owners or principals. In corporate practice, this role is often carried by officers or directors, though "manager" is the specific statutory term in limited liability company law.
2. LLC law. In the specific context of limited liability companies, a manager is a person — who may or may not be a member — designated under the operating agreement or state LLC statute to have management authority over the entity. This usage is the most technically precise in modern practice and distinguishes a manager-managed LLC from a member-managed LLC.
3. Legislative procedure (impeachment). One of the persons appointed by the House of Representatives to present and prosecute an impeachment before the Senate. Impeachment managers act as advocates on behalf of the House, performing a role analogous to prosecutors.
4. Managing owner (maritime). A co-owner of a vessel, or an agent appointed by co-owners, authorized to act on behalf of the ownership group in matters relating to the operation of the ship and the prosecution of its voyage, including the power to bind co-owners within the scope of that authority.
5. General agency contexts. Any person having the conduct or direction of another's affairs, business, household, or property — a broad, context-dependent usage appearing in receivership, guardianship, and general agency law.
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Common Language
Modern common usage (Wiktionary): A person whose job is to manage something, such as a business, a restaurant, or a sports team; also used for a head coach, an administrator for a performer, or a software application that controls some function of a system.
Historical common usage (Webster's 1913): One who manages; a conductor or director — as, the manager of a theater. Also a person who conducts household or business affairs with economy and frugality; a contriver or intriguer.
The common meaning tracks the legal meaning closely in everyday business contexts, but obscures two legally significant distinctions: first, that "manager" in LLC law is a term of art with specific statutory content — carrying defined fiduciary duties and authority that attach by operation of law, not merely by job title; and second, that "manager" in legislative procedure refers to a formal constitutional role with no counterpart in ordinary usage.
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Recognized Forms
/SUBTYPES
Manager-Managed LLC. An LLC in which management authority is vested in one or more designated managers rather than in the members collectively. The operating agreement or articles of organization typically specify this structure. Managers in this form may be members, non-members, or a combination.
Member-Managed LLC. The default structure in most states, where members collectively retain management authority. No "manager" in the technical LLC sense is designated. Relevant here because the absence of a named manager carries its own legal consequences for authority and liability.
Impeachment Manager. A member of the House of Representatives appointed to present the House's case in a Senate impeachment trial. The role is defined by constitutional practice and House rules, not by general agency law.
Managing Owner (Maritime). A co-owner or appointed agent with authority over the navigation and commercial operation of a vessel. The scope of authority — and specifically which co-owners are bound — depends on the terms of the appointment.
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Why It Matters in Research
The principal research trap with this term is jurisdictional and contextual drift. "Manager" in pre-20th-century sources almost always means something close to the Webster's 1913 general sense — a conductor of affairs — or carries a maritime or corporate-officer meaning. It does not refer to the LLC manager, which is a creature of late-20th-century statutory law. Researchers working in pre-1980 materials who encounter "manager" in a business organization context should not assume the modern LLC framework applies; the term is likely describing a corporate officer, an agent, or a general superintendent of affairs.
In LLC research specifically, the manager/member distinction is load-bearing: it governs who has actual and apparent authority to bind the entity, who owes fiduciary duties, and how third parties may rely on representations. Sloppy use of "manager" in historical sources — or in operating agreements that fail to specify the structure clearly — creates authority and liability uncertainty. Cross-reference the entry on member-managed vs. manager-managed LLCs in the Business Organizations encyclopedia before drawing conclusions from organizational documents that predate modern LLC statutes in any given state.
Impeachment managers appear in both historical and contemporary research. The term is used consistently across centuries in the legislative context, but researchers should confirm which chamber's practice is at issue — the House appoints managers; the Senate is the tribunal. British parliamentary practice uses the same term in roughly the same way, so older English common law sources are generally reliable here.
The Rapalje & Lawrence entries in the source material are excerpted from entries on receiver and managing owner — a reminder that historical dictionaries often treated "manager" instrumentally, in the context of other doctrines, rather than as a freestanding concept. This means gap-filling from historical dictionaries alone will be incomplete for any modern LLC or statutory question.
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Historical Dictionary Support
Black's and Bouvier's converge on the core definition: a person chosen or appointed to manage the affairs of another, or of a corporation. Both sources note the corporate officer application and indicate that "manager" in banking corporations corresponds to what would more commonly be called "director." This equivalence is significant — it signals that historical sources may use manager and director interchangeably in ways that would be imprecise under modern corporate law, where the two roles carry distinct duties and governance functions.
Bouvier adds the impeachment-manager definition explicitly, grounding it in constitutional practice. This is one of the more durable historical definitions; the role of House managers in impeachment trials has remained structurally consistent from early American practice through modern proceedings.
Rapalje & Lawrence, in the excerpts available, addresses the managing owner in the maritime context — a specialized application reflecting the importance of ship-ownership structures in 19th-century commercial law. The excerpt's observation that the scope of a managing owner's authority depends on whether all or only some co-owners appointed him remains an analytically sound framework, essentially an early articulation of actual versus apparent authority in the agency sense.
What the historical dictionaries collectively miss: any treatment of the LLC manager, which postdates all three sources. They also do not meaningfully distinguish between the manager as a fiduciary and the manager as a mere agent — a distinction that modern law, particularly in the LLC context, treats as significant.
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Jurisdictional Note
The definition and powers of a manager in the LLC context vary by state statute, and default rules differ materially. Some states require the manager-managed structure to be stated in the articles of organization; others allow designation in the operating agreement alone. Researchers should consult the operative state LLC act — not just the Uniform LLC Act — before generalizing about manager authority or liability.
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Encyclopedia Cross-Reference
LLCs — Member-Managed vs. Manager-Managed LLCs (Law Mind Business Organizations & Corporate Law Encyclopedia)
Conservatorship — Management of Property and Finances (Law Mind Family Law Encyclopedia)
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