Removing an LLC Manager or Expelling a Partner in California

Last updated: November 2026

Removing an LLC manager in California is comparatively easy: unless the operating agreement provides otherwise, a majority of the members may remove a manager at any time, with or without cause. (Corp. Code, § 17704.07, subd. (c)(5).) Expelling a member or a partner is much harder. It requires a provision in the agreement, a unanimous vote on narrow statutory grounds, or a court order based on wrongful conduct or persistent breach. (Corp. Code, §§ 17706.02, subds. (c)-(e), 16601, pars. (3)-(5).) Kolmogorov Law, P.C. handles removals and expulsions in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss removing a co-owner from management or from the company.

Removing an LLC manager

A manager of a manager-managed LLC may be chosen at any time by consent of a majority of the members. The manager may be removed the same way, without cause, subject to any rights under a service contract with the company. (Corp. Code, § 17704.07, subd. (c)(5).) That is the default. The operating agreement can change the vote required, add a cause requirement, or give a particular member the right to serve as manager for a term.

Two points get missed. First, removal takes the manager out of management but not out of the company. The person remains a member. Second, the vote must actually be taken in the manner the agreement prescribes. Members who simply announce that the manager is out and change the bank signatories have skipped a step.

Without a written operating agreement the statutory default controls; see our page on LLCs with no operating agreement.

Expelling an LLC member

A person is dissociated as a member when expelled pursuant to the operating agreement. (Corp. Code, § 17706.02, subd. (c).) If the agreement has an expulsion clause with stated grounds and a vote, that clause governs.

Without a clause, the other members can expel only by unanimous consent and only on narrow statutory grounds. Those are that it is unlawful to carry on the business with that person, that the person has transferred the entire membership interest, or that the person is an entity that has dissolved. (Corp. Code, § 17706.02, subd. (d).) Those grounds do not include being difficult, absent, or disliked.

The remaining route is court. On application by the company, a court may expel a member for wrongful conduct that adversely and materially affected the company's activities. The same applies to a willful or persistent material breach of the operating agreement or the statutory duties, and to conduct that makes it not reasonably practicable to carry on with that person as a member. (Corp. Code, § 17706.02, subd. (e).) Breach of the operating agreement, covered on our operating agreement page, is the ground used most often.

Expelling a general partner

A partner is dissociated upon expulsion pursuant to the partnership agreement. (Corp. Code, § 16601, par. (3).) The other partners may expel by unanimous vote on the same narrow statutory grounds: unlawfulness, transfer of substantially all of the partner's interest, or an entity partner's dissolution. (Corp. Code, § 16601, par. (4).)

On application by the partnership or another partner, a court may expel a partner on the same three grounds. Those are wrongful conduct that materially harmed the business, willful or persistent material breach of the agreement or fiduciary duties, and conduct making it not reasonably practicable to carry on with that partner. (Corp. Code, § 16601, par. (5).) The partnership agreement cannot take that power away from the court. (Corp. Code, § 16103, subd. (b)(7).)

What expulsion does to the expelled owner

Dissociation ends the person's right to vote or participate in management. (Corp. Code, § 17706.03, subd. (a)(1).) In a member-managed LLC the person's fiduciary duties end as to matters arising after dissociation. (Corp. Code, § 17706.03, subd. (a)(2).) The economic interest does not disappear: the person continues to own the transferable interest, but solely as a transferee. (Corp. Code, § 17706.03, subd. (a)(3).)

So the expelled LLC member becomes a passive economic holder unless the agreement provides for a buyout. Where the agreement is silent, the members usually negotiate one, and our page on partnership buyouts covers the price.

A dissociated general partner is different: the partnership must buy out the partner's interest at a statutory price, with damages for any wrongful dissociation offset against it. (Corp. Code, § 16701, subds. (a), (c).) A partner expelled by judicial determination before the end of a definite term has dissociated wrongfully and is liable for the damages that causes. (Corp. Code, § 16602, subds. (b)(2)(B), (c).)

Two ways it comes up

A three-member LLC's manager has stopped returning calls, missed two tax filings, and signed a lease nobody approved. The other two members hold a majority. They can remove him as manager by consent, without proving cause. They cannot expel him from the company unless the agreement allows it or a court finds his conduct meets the statutory test.

Two equal partners run a design firm. One has been quietly billing clients through his own entity. The other cannot expel him by vote, because unanimity requires the wrongdoer's consent. The route is a court application for judicial expulsion based on willful breach of the duty of loyalty. See can I sue my business partner.

Doing it without creating a claim against yourself

The most common mistake is self-help. Members who lock out a co-owner, cut off distributions, and strip his access before any vote or court order have often created a strong claim against themselves. Follow the agreement's notice and vote requirements to the letter. And remember that a removed manager or expelled member keeps the statutory right to inspect the books, described on our page about being locked out of an LLC.

Where these cases are heard

These cases are filed in the Superior Court of the county where the company does business: the Central Justice Center in Santa Ana for Orange County companies, the Stanley Mosk Courthouse in Los Angeles.

What to bring to the first meeting

The operating or partnership agreement and all amendments. Minutes, consents, or emails documenting any vote already taken. The evidence of the conduct you rely on, with dates. And any service or employment contract the manager has with the company.

Frequently asked questions

How do I remove an LLC manager in California?

By the consent of a majority of the members, at any time and without cause, unless the operating agreement sets a different vote or requires cause. (Corp. Code, § 17704.07, subd. (c)(5).) Removal does not end the manager's membership.

Can LLC members kick out another member?

Only under an expulsion clause in the operating agreement, by unanimous consent on the narrow statutory grounds, or by court order. The court order requires wrongful conduct, willful or persistent material breach, or conduct that makes it not reasonably practicable to continue with that person. (Corp. Code, § 17706.02, subds. (c)-(e).) A simple majority cannot expel a member.

Can I expel my business partner in California?

Through the partnership agreement if it provides for expulsion, by unanimous vote on the limited statutory grounds, or by applying to the court for judicial expulsion. (Corp. Code, § 16601, pars. (3)-(5).) The expelled partner is then entitled to a buyout of the partnership interest at the statutory price. (Corp. Code, § 16701, subd. (a).)

What happens to an expelled member's ownership interest?

The person keeps the economic interest as a transferee but loses the right to vote or participate in management. (Corp. Code, § 17706.03, subd. (a)(1), (3).) Whether and at what price the company must buy that interest depends on the operating agreement.

Can I be removed as a manager without cause?

Under the default rule, yes, by majority consent, subject to any service contract you have with the company. (Corp. Code, § 17704.07, subd. (c)(5).) If the operating agreement requires cause or a supermajority, that provision controls.

Talk to a California partnership and LLC dispute attorney

If you need to remove a manager or expel a co-owner, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is at 327 Magnet, Irvine, CA 92618, and represents members, managers, and partners in Orange County, Los Angeles, and throughout California. See also our partnership dispute attorney page and the partnership buyouts guide.

This page provides general information about California law and is not legal advice. Outcomes depend on the operating or partnership agreement, the facts, and the court.