A member of a manager-managed LLC (limited liability company)who is not a manager owes no fiduciary duty of loyalty or care to the LLC or its other members.

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Non-manager members of a manager-managed LLC generally do not have a fiduciary duty to the company or its other members. This duty is owed only by the managers of the LLC. However, members still have a contractual obligation to act in good faith and not engage in activities that harm the LLC or its members.

A Member of a Manager-Managed LLC (Limited Liability Company)who Is