Description
Gain an understanding of the modification of fiduciary duties available to you through state laws.Many members in an LLC do not understand the fiduciary duties that present for a member in an LLC. Additionally, many members do not realize that some of these duties can be limited. This topic will educate members of an LLC on the modification of fiduciary duties available to them through state laws that are implemented using specific language in an operating agreement. This material will begin with the inception of the Uniform Limited Liability Company Act discussing what the default fiduciary duties were implemented through this act and how the duties can be limited. Next, the material will review the Revised Uniform Limited Liability Company Act (RULLCA) and the changes that were made in terms of fiduciary duties of members. The material will then discuss what needs to be specified in the operating agreement in order to limit or eliminate fiduciary duties under RULLCA. Additionally, the material will examine different states that are following the RULLCA and discuss how each state is different in terms of fiduciary duties in LLCs. Lastly, drafting tips on what specific language must be added to their operating agreement to ensure these fiduciary duties are limited or eliminated will be discussed.
Date: 2021-01-15 Start Time: End Time:
Learning Objectives
Uniform Limited Liability Company Act 1996
• Fiduciary Obligations Under ULLCA
• Duty of Care
• Duty of Loyalty
• Modification of Fiduciary Duties
• Operating Agreement
• Why Is It Important to an LLC?
• What Goes Into an Operating Agreement?
Revised Uniform Limited Liability Company Act 2006
• Fiduciary Obligations Under RULLCA
• Duty of Care
• Duty of Loyalty
• Operating Agreement
• Waiver of Fiduciary Duty
State Examples: Ohio
• Changes Fiduciary Obligations of LLCs
• Default Duties
• Operating Agreement
• What Language Goes Into the Operating Agreement
Other States
• Delaware, Arizona, Kentucky, Indiana, Washington, Kansas, Missouri, North Carolina, Nevada, California, Alabama, Connecticut, District of Columbia, Idaho, Florida, Iowa, New Jersey, Nebraska, Minnesota, North Dakota, Pennsylvania, South Dakota, Utah, Vermont, and Wyoming
Operating Agreement Drafting Suggestions
• Look at the State Statute
• What Duties Are Implied?
• Clearly State What Duties Are Being Modified or Eliminated
• Clearly State the Parties That This Applies to
• Good Faith and Fair Dealing Always Exists
CPE ,Additional credit may be available upon request. Contact Lorman at 866-352-9540 for further information.
Michael J. Anthony, Esq.-Anthony Law, LLC
