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RSA 304-C:110 · Duty of Loyalty-in General

Title: XXVIII: PARTNERSHIPS
Chapter: 304-C · LIMITED LIABILITY COMPANIES
Status: current
Official source linked: Yes

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304-C:110 Duty of Loyalty-in General. –

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Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members.

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II.

For purposes of this act, the duty of loyalty of managers shall mean their duty to act in a manner that they reasonably believe to be in the best interest of the limited liability company.

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III.

Unless the operating agreement provides otherwise, the duty of loyalty of a manager shall include:

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(a)

A duty not to compete against the limited liability company;

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(b)

A duty not to engage in self-interested transactions with the limited liability company;

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(c)

A duty not to usurp business opportunities of the limited liability company;

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(d)

A duty to maintain the confidentiality of confidential limited liability company information;

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(e)

A duty to disclose to the members with reasonable promptness material information of which the manager becomes aware concerning the limited liability company;

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(f)

A duty to use limited liability company property only for the benefit of the limited liability company;

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(g)

A duty to avoid improper personal benefits, including excessive compensation for services to or for the limited liability company; and

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(h)

A duty to act toward the limited liability company with fiduciary good faith.

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IV.

Fiduciary good faith includes the avoidance of conduct that the manager knows will inflict injury:

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(a)

On the limited liability company; or

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(b)

On its members in their capacity as members.

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However, unless the operating agreement provides otherwise, a member or manager shall not be subject to a duty set forth in this section if:

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(a)

The member or manager discloses the material facts concerning an action which the member or manager wants to take that may breach the duty; and

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(b)

Before the member or manager takes the action, it is approved by majority vote of the disinterested members. Source. 2012, 232:2, eff. Jan. 1, 2013.

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Source note

Source. 2012, 232:2, eff. Jan. 1, 2013.

Source history

2012, 232:2, eff. Jan. 1, 2013

Related materials

Bill relationships

2026 HB186 reference
rganized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 32 New Subparagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by inserting after paragraph (f) the following new subparagraph:
2026 HB186-FN-A reference
:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 HB54 reference
rganized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 6 New SubParagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by inserting after paragraph (f) the following new subparagraph: (
2026 HB54-FN reference
X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 SB479 reference
X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 SB479-FN reference
X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies,
2026 SB644 reference
oreign partnership or such partners as set forth in title XXVIII. (E) “Member” means a person who has been admitted to a limited liability company as a member in accordance with RSA 304-C or in accordance with the laws of the state or foreign country or jurisdiction under which the limited liability company is organized. "Member" includes each member of a limited liability company, foreign limited liabi
2026 SB644-FN reference
oreign partnership or such partners as set forth in title XXVIII. (E) “Member” means a person who has been admitted to a limited liability company as a member in accordance with RSA 304-C or in accordance with the laws of the state or foreign country or jurisdiction under which the limited liability company is organized. "Member" includes each member of a limited liability company, foreign limited liabi
2026 SB651 reference
, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies, and
2026 SB651-FN-A reference
, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies, and