Definition
Manager-Managed LLC
An LLC structure where a named manager holds decision-making authority and members do not.
A manager-managed LLC vests control in a designated manager rather than in the members collectively, which is the standard structure for SPVs. The sponsor, usually acting through their own manager entity rather than personally, signs on behalf of the vehicle, votes the underlying shares, executes documents, and makes distribution decisions, while LPs hold economic interests without operational authority. This is what allows an SPV with forty investors to present a single signature line to the portfolio company. The alternative, a member-managed LLC, would require member consent for ordinary decisions and is impractical for pooled vehicles. The manager's authority, and its limits, are defined in the operating agreement.