1705.281 Members duties to LLC and other members.

(A) The only fiduciary duties a member owes to a limited liability company and the other members are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section.

(B) A member's duty of loyalty to the limited liability company and the other members is limited to the following:

(1) To account to the limited liability company and hold as trustee for the limited liability company any property, profit, or benefit derived by the member in the conduct and winding up of the limited liability company's business or derived from a use by the member of the limited liability company's property, including the appropriation of a limited liability company opportunity;

(2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company's business as or on behalf of a party having an interest adverse to the limited liability company;

(3) To refrain from competing with the limited liability company in the conduct of the limited liability company's business before the dissolution of the limited liability company.

(C) A member's duty of care to the limited liability company in the conduct and winding up of the limited liability company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(D) A member shall discharge duties to the limited liability company and the other members pursuant to this chapter or under the operating agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing.

(E) A member does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.

(F) A member may lend money to and transact other business with the limited liability company and as to each loan or transaction the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law.

(G) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member.

Added by 129th General AssemblyFile No.72, HB 48, §1, eff. 5/4/2012.

Note:

Committee Comment (2012)*

This section defines the fiduciary duties owed by members to each other and to the limited liability company. Unless the operating agreement or other agreement creates additional duties, this is a complete and exclusive statement of the fiduciary duties of members. Defining default fiduciary duties by statute is consistent with Ohio corporate and partnership law. The language of this section is based on the comparable provision of Ohio's partnership law, § 1776.44 . Subject to the limits of § 1705.081(B) , these duties may be modified. Modifications are not required to be in writing. See Committee Comments (2012) following Sections 1705.161 and 1705.282 ; see also, Committee Comment (2012) following Section 1705.29 .

*Comments on 129th General Assembly, HB 48, from the Ohio State Bar Association Corporation Law Committee