{"data":{"id":"us-nh/rsa-304-c-110","jurisdiction":"us-nh","citation":"RSA 304-C:110","heading":"Duty of Loyalty-in General.","body":"I. Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members.\nII. 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.\nIII. Unless the operating agreement provides otherwise, the duty of loyalty of a manager shall include:\n(a) A duty not to compete against the limited liability company;\n(b) A duty not to engage in self-interested transactions with the limited liability company;\n(c) A duty not to usurp business opportunities of the limited liability company;\n(d) A duty to maintain the confidentiality of confidential limited liability company information;\n(e) A duty to disclose to the members with reasonable promptness material information of which the manager becomes aware concerning the limited liability company;\n(f) A duty to use limited liability company property only for the benefit of the limited liability company;\n(g) A duty to avoid improper personal benefits, including excessive compensation for services to or for the limited liability company; and\n(h) A duty to act toward the limited liability company with fiduciary good faith.\nIV. Fiduciary good faith includes the avoidance of conduct that the manager knows will inflict injury:\n(a) On the limited liability company; or\n(b) On its members in their capacity as members.\nV. However, unless the operating agreement provides otherwise, a member or manager shall not be subject to a duty set forth in this section if:\n(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\n(b) Before the member or manager takes the action, it is approved by majority vote of the disinterested members.","path":["Title XXVIII: PARTNERSHIPS","Chapter 304-C: LIMITED LIABILITY COMPANIES","Fiduciary Duties and Related Matters"],"source_url":"https://gc.nh.gov/rsa/html/XXVIII/304-C/304-C-110.htm","current_through":"2025 regular legislative session, or December 2025","vintage":"","retrieved_at":"2026-09-05T14:54:51Z","sha256":"6eca5dcb8f86e83e98d119688916b0ff4680774fddc2e89a1d1c6af05a8cc1ae","source_id":"us-nh","stale":false,"prev":"us-nh/rsa-304-c-109","next":"us-nh/rsa-304-c-111"},"notice":"GroundRules: Original legal text. Not legal advice."}