Understanding Your Fiduciary Duties as an LLC Manager in Florida: What You Need to Know to Protect Your Business
Florida, if you're a manager or member-manager of a Limited Liability Company (LLC), you have some pretty important responsibilities known as fiduciary duties. Think of these as your legal promises to always act in the best interest of the LLC and its members.
There are two big ones: the duty of loyalty and the duty of care.
The Duty of Loyalty is all about trust:
Trust and Honesty: You’ve got to be trustworthy. If you make money or gain some benefit while working for the LLC, that benefit isn’t yours—it belongs to the LLC. You’re basically the LLC’s champion here. Florida Statutes § 605.04091(1)(a).
Avoiding Conflicts: You can't act on behalf of another party if it could hurt the LLC’s interests. No double-dealing allowed! Florida Statutes § 605.04091(1)(b).
No Competition: And don't even think about competing with the LLC while you're still managing it. Florida Statutes § 605.04091(1)(c).
The Duty of Care is about being responsible:
Acting Responsibly: This one’s straightforward—don’t be reckless, don’t engage in intentional misconduct, and don’t break the law. Manage the LLC carefully and responsibly. Florida Statutes § 605.04091(2)(a).
Good Faith Reliance: If you’re making decisions based on reports or advice from others, and you genuinely believe that information is trustworthy, then you’re covered. Just make sure you’re relying on reliable sources. Florida Statutes § 605.04091(2)(b).
Now, Florida law is pretty flexible when it comes to these duties. They can be tweaked in the LLC’s operating agreement, but with some hard stops. You can’t use the agreement to let yourself (or anyone else) off the hook for intentional wrongdoing, breaking the law, or acting in bad faith. Florida Statutes § 605.0105(3).
At the end of the day, these rules are here to make sure you’re running the LLC in a way that protects everyone involved. It’s about playing fair and keeping everyone’s best interests at heart.
But let’s face it—navigating these legal responsibilities can be complex, especially when trying to balance them with the day-to-day operations of your business. That’s where having experienced legal guidance can make all the difference.
If you’re an LLC manager, member-manager, or business owner in Florida and need help understanding or fulfilling your fiduciary duties, we’re here to assist. At The Soto Law Office, we specialize in helping businesses like yours navigate the intricacies of Florida’s LLC laws, ensuring that you can focus on growing your business while staying compliant with the law.
Don’t wait until a problem arises—proactively managing your fiduciary duties can save you from potential legal issues down the road.
📞 Call us today at: (321) 972-2279🌐 Visit our website: www.TheSotoLawOffice.com
Let us help you protect your business and ensure you’re meeting all your legal obligations with confidence.
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