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§1521. Limited liability company agreement; scope, function and limitations


Published: 2015

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§1521. Limited liability company agreement; scope, function and limitations








1. Agreement governs.  
Except as otherwise provided in subsection 3 and section 1522, the limited liability
company agreement governs relations among the members as members and between the members
and the limited liability company.


[
2009, c. 629, Pt. A, §2 (NEW);
2009, c. 629, Pt. A, §3 (AFF)
.]








2. When agreement does not otherwise provide.  
To the extent the limited liability company agreement does not otherwise provide for
a matter described in subsection 1, this chapter governs the matter.


[
2009, c. 629, Pt. A, §2 (NEW);
2009, c. 629, Pt. A, §3 (AFF)
.]








3. Expansion, restriction or elimination of duties.  
Except as provided in section 1611, a member's or other person's duties may be expanded,
restricted or eliminated as provided in this subsection.





A. To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company or to another member or to another
person that is a party to or is otherwise bound by a limited liability company agreement,
the member's or other person's duties may be expanded or restricted or eliminated
by provisions in a written limited liability company agreement; except that the implied
contractual covenant of good faith and fair dealing may not be eliminated. [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











B. A written limited liability company agreement may provide for the limitation or elimination
of any liabilities for breach of contract and breach of duties, including fiduciary
duties, of a member or other person to a limited liability company or to another member
or to another person that is a party to or is otherwise bound by a limited liability
company agreement. [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]








[
2009, c. 629, Pt. A, §2 (NEW);
2009, c. 629, Pt. A, §3 (AFF)
.]








4. No liability for good faith reliance on agreement.  
Unless otherwise provided in a limited liability company agreement, a member or other
person is not liable to a limited liability company or to another member or to another
person that is a party to or is otherwise bound by a limited liability company agreement
for breach of fiduciary duty for the member's or other person's good faith reliance
on the provisions of the limited liability company agreement.


[
2009, c. 629, Pt. A, §2 (NEW);
2009, c. 629, Pt. A, §3 (AFF)
.]





SECTION HISTORY

2009, c. 629, Pt. A, §2 (NEW).
2009, c. 629, Pt. A, §3 (AFF).