What is per-capita voting in an LLC?

Per-capita voting allocates one vote to each member regardless of capital contribution or percentage interest. Three members with 10%, 30%, and 60% interests each have one vote (one-third of the voting power). Per-capita voting is the default in many state LLC statutes (especially RULLCA states) and rarely matches what members would have agreed to if asked.

What is per-capital voting in an LLC?

Per-capital voting (also called percentage-interest voting or capital-weighted voting) allocates voting power in proportion to each member's percentage interest or capital contribution. Three members with 10%, 30%, and 60% interests have voting power of 10%, 30%, and 60% respectively. Per-capital voting must usually be expressly written into the operating agreement to override per-capita defaults.

What decisions typically require supermajority approval?

Decisions that fundamentally change the LLC, including: amendment of the operating agreement, admission of new members, expulsion of a member, sale of substantially all assets, dissolution of the LLC, change of management structure (member-managed vs manager-managed), and election or removal of the manager. Supermajority typically means two-thirds or three-quarters of percentage interests.

Should the LLC require unanimous consent for some decisions?

Yes, typically for: dissolution of the LLC (in some states the default), amending the operating agreement, admitting new members, and any item that would alter the basic economic deal among members. Unanimous-consent items give every member veto power and are appropriate only where unanimity is reasonable; overusing unanimous consent paralyses decision-making.

Can the operating agreement give different members different voting power?

Yes. Operating agreements can create classes of membership with different voting rights, similar to common and preferred shares in corporations. Class A members might have full voting rights; Class B members might have economic rights only (no voting). Class structures are common in venture-backed LLCs, family LLCs with active and passive members, and incentive-equity arrangements.

How are voting deadlocks resolved?

Through a deadlock-resolution mechanism in the operating agreement: mediation, third-party tiebreaker, Texas Shootout (buy-sell trigger), mandatory buyout, or judicial dissolution. Without a deadlock clause, the only remedy is judicial dissolution under the state LLC statute, which typically takes 6 to 18 months and is expensive.

Clause Deep-Dive · Voting Rights · revised 28 April 2026

LLC Voting Rights ClausePer-capita vs per-capital, supermajority triggers, unanimous-consent items, sample clause language

The voting rights clause determines who decides what in an LLC. State default rules rarely match what members actually want, especially when capital contributions are unequal. This page sets out the difference between per-capita and per-capital voting, lists the decisions that typically require supermajority or unanimous approval, surveys state defaults across the major LLC statutes, and provides sample clause language for the most common voting structures.

General legal information, not legal advice

The summaries below are general legal information, not legal advice. Voting rights clauses define the balance of power inside the LLC and benefit substantially from attorney review before signing.

Per-Capita vs Per-Capital: The Foundational Choice

Per-capita voting allocates one vote to each member regardless of percentage interest or capital contribution. In a three-member LLC with members A (10%), B (30%), and C (60%), per-capita voting gives each member one vote, meaning each has one-third of the voting power. Member C, despite owning 60% of the LLC, can be outvoted by A and B together (two-thirds of votes).

Per-capital voting (also called percentage-interest voting or capital-weighted voting) allocates voting power in proportion to percentage interest. In the same three-member LLC, member A has 10% of the votes, member B has 30%, and member C has 60%. Member C has voting control on any majority decision; the other two members combined hold 40% and cannot outvote C alone.

The two structures produce dramatically different outcomes when capital contributions are unequal. The per-capita structure equalises members regardless of contribution, treating each as an equal partner. The per-capital structure rewards capital contribution by giving the larger contributor more say. Most state LLC statutes default to per-capita, even though most members in unequal-contribution LLCs would have preferred per-capital if asked. The capital-weighted structure must usually be expressly written into the operating agreement to override the default.

State Defaults Across Major LLC Statutes

State (Statute)	Default Voting Rule
California (Cal. Corp. Code § 17704.07)	Per-capita voting on ordinary matters; unanimous consent on extraordinary matters
New York (NY LLC Law § 402)	Per-capita voting; majority of members in interest for extraordinary matters
Delaware (6 Del. C. § 18-302)	Per-capita voting unless agreement provides otherwise
Texas (Tex. BOC § 101.355)	Per-capita voting unless agreement provides otherwise
Florida (Fla. Stat. § 605.04073)	Per-capita voting; majority of members in interest for extraordinary matters
Illinois (805 ILCS 180/15-1)	Per-capita voting (after 2017 RULLCA adoption)

Almost every major state defaults to per-capita voting. The two exceptions historically (Texas using "agreed value of contributions" for profit allocation, with separate per-capita default voting; older Delaware case law occasionally treating capital-weighted voting as implied) are narrow and not reliable. Always express the preferred voting rule explicitly in the operating agreement.

Decision Categories and Typical Voting Thresholds

Well-drafted operating agreements categorise decisions and apply different voting thresholds to each category. Routine decisions need only manager discretion or simple majority; major decisions need supermajority; fundamental changes need unanimous consent. The table below shows a typical structure used in multi-member operating agreements.

Decision	Typical Threshold
Ordinary business decisions (signing routine contracts, hiring, daily operations)	Manager discretion (manager-managed) or majority of percentage interests (member-managed)
Annual budget approval	Majority of percentage interests
Distributions outside the standard schedule	Majority of percentage interests
Capital expenditures above operating threshold	Supermajority (typically two-thirds)
Borrowing, mortgage, or refinancing	Supermajority of percentage interests
Admission of new member	Unanimous or supermajority (typically three-quarters)
Expulsion of a member	Supermajority of remaining members (typically three-quarters)
Manager removal (manager-managed LLCs)	Majority or supermajority of percentage interests
Amendment of operating agreement	Unanimous or supermajority (typically three-quarters)
Sale of substantially all assets	Supermajority or unanimous
Dissolution of the LLC	Supermajority or unanimous

Sample Voting Rights Clauses

Capital-Weighted Voting (Per-Capital)Each Member shall have voting power on all matters requiring Member approval in proportion to the Member's Percentage Interest as set forth in Schedule A. References in this Agreement to "majority", "supermajority", or "unanimous" approval refer to the percentage interests of the approving Members, not to the number of Members. Schedule A may be amended only by Members holding at least seventy-five percent (75%) of the Percentage Interests, which amendment is itself binding on all Members.

Per-Capita Voting (One Vote Per Member)Each Member shall have one (1) vote on all matters requiring Member approval, regardless of the Member's Percentage Interest or capital contribution. References in this Agreement to "majority", "supermajority", or "unanimous" approval refer to the number of Members voting, not to percentage interests. This per-capita rule is intended as an express affirmation of the default rule of [State LLC Statute].

Tiered Decision CategoriesThe Members shall vote on Company matters at the following thresholds: (a) Ordinary Decisions (routine business operations, hiring, contracts under $[Threshold]): Manager discretion; no Member vote required; (b) Major Decisions (capital expenditures over $[Threshold], borrowing, mortgage, annual budget approval, distributions outside the standard schedule): approval of Members holding more than fifty percent (50%) of Percentage Interests; (c) Supermajority Decisions (admission of new Member, removal of Manager, amendment of this Agreement other than Schedule A, sale of any business segment): approval of Members holding at least seventy-five percent (75%) of Percentage Interests; (d) Unanimous Decisions (dissolution of the Company, sale of substantially all assets, expulsion of a Member, conversion to corporate form, amendment of this Section): approval of all Members.

Class-Based Voting (Class A Voting, Class B Non-Voting)The Company has two classes of Membership Interests. Class A Members have full voting rights as set forth in this Agreement. Class B Members have economic rights only and shall not vote on any matter requiring Member approval, except that Class B Members must approve any amendment that adversely affects the economic rights specifically of Class B Members. The initial Class A and Class B allocation is set forth in Schedule A.

Anti-Dilution Voting Protection (Minority Member)Notwithstanding any other provision of this Agreement, the following actions require the prior written consent of the Member designated as the "Minority Protected Member" in Schedule A (in addition to any other required vote): (a) issuance of new Membership Interests at a price below the most recent issuance price; (b) any transaction with the Manager or a Member that is not on arm's-length terms; (c) any amendment to this Agreement that adversely affects the rights of the Minority Protected Member specifically; and (d) any voluntary dissolution or asset sale.

Five Voting Rights Mistakes

Letting state per-capita defaults govern

Almost no LLC actually wants per-capita voting when contributions are unequal. Always express per-capital voting if that is the intent.

Overusing unanimous consent

Unanimous consent gives every member a veto. Useful for fundamental matters; paralysing for routine decisions. Reserve unanimous consent for sale, dissolution, and amendment.

No tiering of decision categories

Treating all decisions identically (all need majority, all need supermajority) makes routine decisions slow and major decisions easy. Tier the thresholds to fit decision importance.

Forgetting class-based voting flexibility

Class A / Class B structures let the LLC give economic rights to passive investors without diluting voting control. Useful for incentive equity, family planning, and venture investments.

No minority-member protection

A minority member with no protective veto is at the mercy of the majority. Even small protective vetoes (against below-market issuances, against self-dealing) prevent the worst minority oppression.

LLC Voting Rights ClausePer-capita vs per-capital, supermajority triggers, unanimous-consent items, sample clause language

Per-Capita vs Per-Capital: The Foundational Choice

State Defaults Across Major LLC Statutes

Decision Categories and Typical Voting Thresholds

Sample Voting Rights Clauses

Five Voting Rights Mistakes

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