A member of a member-managed limited liability company (LLC) and a man...
Fiduciary duty is a legal obligation that requires individuals to act in the best interests of another party. In the context of a limited liability company (LLC), both members of a member-managed LLC and managers of a manager-managed LLC owe a fiduciary duty to the LLC. Specifically, they owe a fiduciary duty of loyalty to the LLC, which means they must act honestly and in good faith in their dealings with the company.
Explanation:
1. What is a member-managed LLC?
A member-managed LLC is a type of LLC where all members have the authority to participate in the management and decision-making of the company. In this structure, the members are responsible for the day-to-day operations and decision-making of the LLC.
2. What is a manager-managed LLC?
A manager-managed LLC is a type of LLC where only designated managers have the authority to participate in the management and decision-making of the company. In this structure, the members appoint managers to handle the business affairs of the LLC.
3. Fiduciary duty of loyalty:
The fiduciary duty of loyalty requires individuals to prioritize the interests of the LLC over their personal interests. This means that both members of a member-managed LLC and managers of a manager-managed LLC must act honestly and in good faith in their dealings with the company. They should not engage in self-dealing or take actions that could harm the LLC for their own benefit.
4. Examples of fiduciary duty of loyalty:
- Disclosing any conflicts of interest: Members and managers must disclose any conflicts of interest that may arise between their personal interests and the interests of the LLC. They should not use their position within the company to benefit themselves at the expense of the LLC.
- Acting in the best interests of the LLC: Members and managers must make decisions that are in the best interests of the LLC, even if it may not be in their personal best interests. They should prioritize the success and profitability of the LLC above their own gain.
- Maintaining confidentiality: Members and managers must keep confidential information about the LLC and its operations confidential. They should not disclose this information to third parties without proper authorization.
In conclusion, both members of a member-managed LLC and managers of a manager-managed LLC owe a fiduciary duty of loyalty to the LLC. This duty requires them to act honestly and in good faith in their dealings with the company, prioritizing the interests of the LLC over their personal interests.