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Updates on the Modifications of Fiduciary Duties for Members of an LLC

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.

Learning Objectives

  • You will be able to identify the Uniform Limited Liability Company Act 1996
  • You will be able to differentiate between the duty of loyalty and the duty of care
  • You will be able to identify the components of an Operating Agreement
  • You will be able to differentiate the rules between states

99 minutes
Course Exam
Certificate of Completion
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Why Lorman?

Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

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
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Why Lorman?

Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

This course was last revised on January 15, 2021.

Call 1-866-352-9540 for further credit information.

  • CPE/NASBA - QAS Self Study 2.6 including Finance 2.6
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a QAS Self Study sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 2.6 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Finance for 2.6 hours. Prerequisite: basic knowledge of general accounting. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: QAS Self Study. Please refer to the information in this advertisement for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board.
     
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Why Lorman?

Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Michael J. Anthony, Esq.

Michael J. Anthony, Esq.

Anthony Law, LLC

  • Managing attorney at Anthony Law, LLC
  • Anthony Law focuses in the areas of general corporate law, technology and intellectual property, real estate, startups and small business, employment and business litigation
  • Professional associations and memberships include the Columbus Bar Association; Lawrence Funderburke Youth Organization, board member and legal counsel and small business advocate, editor
  • J.D. degree, cum laude, Capital University Law School; B.A. degree, in history, Cederville University
  • Can be contacted at [email protected] or https://www.anthonylawllc.com/attorney/anthony-corporate-real-estate-lawyer
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Why Lorman?

Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 408401
Published 2021
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