Independent Manager

Independent Manager Services by vState Filings

At vState Filings, we understand the critical role that an Independent Manager plays in maintaining the integrity and compliance of your business entity.

Our Independent Manager service is designed to meet the statutory requirements of certain states, ensuring your business remains in good standing while safeguarding your privacy and operational flexibility.

What is an Independent Manager?

An Independent Manager is a third-party individual appointed to serve on the board of directors or as a manager of a limited liability company (LLC) or limited partnership (LP).

This role is particularly essential in jurisdictions that mandate the presence of an independent manager for entities formed under specific structures. The Independent Manager acts as a neutral party, providing an additional layer of governance and compliance oversight.

What to Expect When Hiring vState as Your Independent Manager

Once you submit your request through our online portal, our team conducts a quick review to confirm your entity type, jurisdiction, and any state-specific requirements. We then prepare the appropriate documentation, including any necessary consents or appointment forms, and ensure they align with your operating agreement or partnership agreement. Throughout this step, we keep you informed and provide clear instructions so you understand exactly what is being filed and why.

After your Independent Manager appointment is finalized, vState Filings remains actively involved to support your compliance obligations.

We maintain accurate records, monitor deadlines related to your entity, and stay prepared to fulfill Independent Manager duties if called upon for resolutions, amendments, or governance actions. If state authorities request verification or documentation, our team responds promptly on your behalf. This ongoing partnership helps ensure your business maintains good standing and avoids interruptions due to overlooked statutory requirements.

Why Choose vState Filings for Your Independent Manager Needs?

Expertise Across All 50 States: Navigating the legal requirements of each state can be complex. vState Filings offers services across all 50 states, ensuring that your entity complies with local regulations. If you're forming a new entity or need to appoint an Independent Manager for an existing one, our team is equipped to handle the nuances of each jurisdiction.
Compliance Assurance: Our Independent Manager service supports compliance with the governance provisions in your operating agreement and the covenants outlined in your financing or loan documents. While your company remains responsible for routine entity maintenance and annual state filings, we help ensure that management actions align with required separateness provisions, decision-making protocols, and lender-mandated protections. This oversight helps reduce the risk of covenant breaches and supports the integrity of your structured transaction.
Seamless Integration with Other Services: At vState Filings, we offer a suite of services that complement our Independent Manager offering. From entity formation and registered agent services to annual report filings and UCC filings, we provide a one-stop solution for all your business compliance needs. Our integrated approach streamlines your operations and ensures consistency across all filings.
Dedicated Support: Our team of experts is committed to providing personalized service to meet your specific needs. We offer expedited options and are available to discuss your requirements at your convenience. If you prefer to speak directly with a live customer service representative, you can call us at (866) 495-5960.

Frequently Asked Questions

Why would a company need an independent manager?

The main reason is to provide “bankruptcy remoteness” for a special purpose entity (SPE) created for a specific loan or transaction. Lenders (especially for CMBS loans) require an independent party whose approval is necessary for major actions like a bankruptcy filing. Because the independent manager has a fiduciary duty to consider all creditors’ interests, they are unlikely to approve a bankruptcy filing intended solely to escape financial responsibility to the borrower’s owners, thereby safeguarding the lender’s investment.

What qualifications does an independent manager need?

An independent manager must satisfy specific criteria to ensure their independence. The key is that they cannot have any past or present material relationship with the company, its management, or its owners that could interfere with their unbiased judgment. There are typically no state or federal licensing requirements, but they should be experienced and knowledgeable about corporate governance and structured finance. Often, these services are provided by professional, nationally-recognized corporate service companies.

How long does an independent manager typically serve, and are they permanent? How long do merger filings take?

An independent manager usually serves on the board for the duration of the loan or the specific transaction that necessitated their appointment. Once the related debt or obligation is fully repaid, the lender no longer has a material interest requiring the independent oversight, and the manager’s services are typically no longer needed. Their tenure is tied to the existence of the debt or specific contractual requirement outlined in the company’s operating agreement.

What responsibilities does vState Filings take on as my Independent Manager?

As your Independent Manager, vState Filings serves as a neutral third-party governance representative, acting only when actions require independent approval under your operating agreement or lender-mandated covenants. Our role typically includes reviewing and signing resolutions tied to separateness provisions, major decisions, or protective lender requirements to help maintain the integrity of your entity’s structure. While we do not manage daily operations or handle routine compliance filings, we remain available for required governance actions to ensure your entity continues to meet the structural and covenant obligations set forth in its governing documents.

What information do I need to provide to hire an Independent Manager through vState Filings?

You’ll simply need your entity name, state of formation, and a copy of your operating agreement or partnership agreement (if applicable). In some states, additional information may be required, but our team will walk you through any jurisdiction-specific steps. We handle all filings and documentation, ensuring the process is seamless and compliant from start to finish.

How to Get Started

To appoint an Independent Manager through vState Filings, simply contact us here or give us a call to submit your request and provide the necessary details. Our team will guide you through the process, ensuring that all requirements are met efficiently and accurately.

Appoint Your Independent Manager Today

Our team brings years of experience in state compliance and governance requirements, ensuring your Independent Manager appointment is handled with clarity, accuracy, and efficiency. We manage every step of the process so you can stay focused on running and growing your business.