(A) A manager of a limited liability company who was appointed in writing and has agreed in writing to serve as a manager and who is also a member or who is serving as the representative of a member owes to the limited liability company and the other members the duties of a manager.
(B) Except as otherwise provided in division (A) of this section, a manager of a limited liability company who is a member or who is serving as the representative of a member owes to the limited liability company and the other members only the duties that would be owed by the member.
Added by 129th General AssemblyFile No.72,HB 48, §1, eff. 5/4/2012.
This section defines the default rules
for the duties owed by a member or member's representative who is serving as a
manager. It does not alter the duties owed by a member in the member's capacity
as a member. This section determines whether the default rule for a particular
manager will be found in §
1705.29 or §
1705.281; whichever section
applies, its provisions will state all the fiduciary duties, subject only to
modification as permitted by §
additional duties created by the articles or the operating agreement.
Committee Comment (2012)*
Division (A) establishes the rule that a member or a representative of a member who is appointed in writing and agrees in writing to serve as a manager owes the same duties as would be owed by any other manager. The general statement of those duties is in § 1705.29, but a manager's duties may be modified in writing within the limits set out in § 1705.081(B). When the writings required by division (A) of Section 1705.282 are not present, division (B) applies to set the default rule for the duties of the person serving as a manager. Under division (B), the default duties for a member or member's representative acting as a manager are the duties owed by the member. Those duties are set out in § 1705.281 but may be modified within the limits set out in § 1705.081(B). Variations of those duties are not required to be in writing.
*Comments on 129th General Assembly, HB 48, from the Ohio State Bar Association Corporation Law Committee