La. R.S. » RS
Louisiana Revised Statutes & Codes

La. Rev. Stat. § 12:1314 (2026)

Duties of members and managers

✓ current as of May 2026
Find cases: SyfertCases citing this section LA-LEGlegis.la.gov JustiaTitle on Justia CornellLII Search CasesGoogle Scholar

§1314. Duties of members and managers

            A. Subject to the provisions of R.S. 12:1315, a member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312:

            (1) Shall be deemed to stand in a fiduciary relationship to the limited liability company and its members and shall discharge his duties in good faith, with the diligence, care, judgment, and skill which an ordinary prudent person in a like position would exercise under similar circumstances. Nothing contained in this Section shall derogate from any indemnification authorized by R.S. 12:1315.

            (2) In discharging his duties, shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports, or statements presented to the limited liability company, the members, managers, or any committee thereof by any of the limited liability company's members, managers, employees, or by any committee of the members or managers, or by any legal counsel, appraiser, engineer, including a petroleum reservoir engineer, or independent or certified public accountant selected with reasonable care by the members, managers, any committee thereof, any agent having the authority to make such selection, or by any other person as to matters the member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, reasonably believes are within such other person's professional or expert competence and which person is selected with reasonable care by the members, managers, any committee thereof, or any agent having the authority to make such selection.

            (3) Is not protected by Paragraph (2) of this Subsection if he has knowledge concerning the matter in question that makes reliance otherwise permitted by Paragraph (2) of this Subsection unwarranted.

            (4) Shall not be liable for any action taken on behalf of the limited liability company or any failure to take any action if he performed the duties of his office in compliance with this Section.

            (5) Shall account to the limited liability company and hold as trustee for it any profit or benefit derived by him, without the informed consent of a majority of the uninterested members in accordance with R.S. 12:1318(C), from any transaction connected with the conduct or winding up of the limited liability company or from any personal use by him of its property unless he proves under strict judicial scrutiny the fairness of the transaction to the limited liability company.

            B. Notwithstanding the provisions of Subsection A of this Section, a member or manager shall not be personally liable to the limited liability company or the members thereof for monetary damages unless the member or manager acted in a grossly negligent manner as defined in Subsection C of this Section, or engaged in conduct which demonstrates a greater disregard of the duty of care than gross negligence, including but not limited to intentional tortious conduct or intentional breach of his duty of loyalty.

            C. As used in this Section, "gross negligence" shall be defined as a reckless disregard of or a carelessness amounting to indifference to the best interests of the limited liability company or the members thereof.

            D. A member or manager who makes a business judgment in good faith fulfills the duty of diligence, care, judgment, and skill under Subsection A of this Section if the member or manager:

            (1) Does not have a conflict of interest with respect to the subject of the business judgment.

            (2) Is informed with respect to the subject of the business judgment to the extent the member or manager reasonably believes to be appropriate under the circumstances.

            (3) Rationally believes that the business judgment is in the best interests of the limited liability company and its members.

            E. A person alleging a breach of the duty of diligence, care, judgment, and skill owed by a member or manager under Subsection A has the burden of proving the alleged breach of duty, including the inapplicability of the provisions as to the fulfillment of the duty under Paragraph A(2) and Subsection D, and, in a damage action, the burden of proving that the breach was the legal cause of damage suffered by the limited liability company.

            Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1999, No. 1253, §2, eff. July 12, 1999.

Notes of Decisions
Cited in 31 cases (9 in the last 5 years), 2002–2026 · leading case: Khoobehi Props., LLC v. Baronne Dev. No. 2, L.L.C., 216 So. 3d 287 (La. Ct. App. 2017).
Sort: Relevance Newest Treatment
Khoobehi Props., LLC v. Baronne Dev. No. 2, L.L.C., 216 So. 3d 287 (La. Ct. App. 2017). · cites it 2× “R.S. 12:1314. Accordingly, we find that the facts as alleged in Khoobehi Properties’ petition do not set forth a cause of action against Baronne Development for breach of fiduciary duty.”
Risk Mgmt. Servs., L.L.C. v. Moss, 40 So. 3d 176 (La. Ct. App. 2010). · cites it 3× “R.S. 12:1314(A)(1). In determining whether a member of an LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
Monroe Surgical Hosp., LLC v. St. Francis Med. Ctr., Inc., 147 So. 3d 1234 (La. Ct. App. 2014). · cites it 3× “12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314. (2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.”
Monroe v. McDaniel, 207 So. 3d 1172 (La. Ct. App. 2016). “R.S. 12:1314(A)(1). The trial court determined that Mr.”
Omega Pain Mgmt. v. Omega Inst. of Health, 975 So. 2d 48 (La. Ct. App. 2007). · cites it 3× “LSA-R.S. 12:1314(A)(1). In determining whether a member of a member-managed LLC or a manager-managed LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
Andrews v. Wells (In Re Wells), 368 B.R. 506 (Bankr. M.D. La. 2006). · cites it 4× “R.S. 12:1314(A)(1). The Louisiana Court of Appeal recently held that members of a limited liability company were the proper parties to pursue claims against other members of the company for losses stemming from alleged breaches of fiduciary duty to the limited liability company…”
Hosp. Consultants, LLC v. Angeron, 41 So. 3d 1236 (La. Ct. App. 2010). · cites it 2× “Under La.Rev.Stat. § 12:1314, a member of a limited liability company: *1241 [s]hall be deemed to stand in a fiduciary relationship to the limited liability company and its members and shall discharge his duties in good faith, with the diligence, care, judgment, and skill which…”
Coleman v. Querbes Co. No. 1, 218 So. 3d 665 (La. Ct. App. 2017). · cites it 4× “R.S. 12:1314 A(l), not Colenian himself. The plaintiffs urge that there a,re other sources, including the “ongoing joint venture” and the Articles of Partnership.”
Bridlington Co. v. S. Disposal Servs., L.L.C., 216 So. 3d 219 (La. Ct. App. 2017). · cites it 2× “R.S. 12:1314 to the facts in this matter.”
Gill v. Gill, 895 So. 2d 807 (La. Ct. App. 2005). “R.S. 12:1314, member/managers of a limited liability company stand in a fiduciary relationship with other members who may bring an action for the breach of a fiduciary duty.”
In Re Provenza, 316 B.R. 225 (Bankr. E.D. La. 2003). · cites it 3× “R.S. 12:1314 provides that Dr. Proven-za owed a fiduciary duty to both the LLC and its members.”
Weinmann v. Duhon, 818 So. 2d 206 (La. Ct. App. 2002). “R.S. 12:1314(5) and 12:1318C, no Member's vote shall be counted on any vote to authorize a contract or transaction in which the Member has a financial personal interest.”
Show all 31 citing cases →
La. Rev. Stat. § 12:1314(0): 1 case
Fancher v. Prudhome, 112 So. 3d 909 (La. Ct. App. 2013).
La. Rev. Stat. § 12:1314(5): 1 case
Weinmann v. Duhon, 818 So. 2d 206 (La. Ct. App. 2002). “R.S. 12:1314(5) and 12:1318C, no Member's vote shall be counted on any vote to authorize a contract or transaction in which the Member has a financial personal interest.”
La. Rev. Stat. § 12:1314(A): 1 case
Sanctuary Capital, LLC on Behalf of North Louisiana Bidco, LLC v. Richard D. Cloud, James Randolph Garner, & North Louisiana Bidco, LLC, 285 So. 3d 123 (La. Ct. App. 2019).
La. Rev. Stat. § 12:1314(A)(1): 16 cases
Khoobehi Props., LLC v. Baronne Dev. No. 2, L.L.C., 216 So. 3d 287 (La. Ct. App. 2017). “R.S. 12:1314. Accordingly, we find that the facts as alleged in Khoobehi Properties’ petition do not set forth a cause of action against Baronne Development for breach of fiduciary duty.”
Monroe v. McDaniel, 207 So. 3d 1172 (La. Ct. App. 2016). “R.S. 12:1314(A)(1). The trial court determined that Mr.”
Andrews v. Wells (In Re Wells), 368 B.R. 506 (Bankr. M.D. La. 2006). “R.S. 12:1314(A)(1). The Louisiana Court of Appeal recently held that members of a limited liability company were the proper parties to pursue claims against other members of the company for losses stemming from alleged breaches of fiduciary duty to the limited liability company…”
Risk Mgmt. Servs., L.L.C. v. Moss, 40 So. 3d 176 (La. Ct. App. 2010). “R.S. 12:1314(A)(1). In determining whether a member of an LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
Monroe Surgical Hosp., LLC v. St. Francis Med. Ctr., Inc., 147 So. 3d 1234 (La. Ct. App. 2014). “12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314. (2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.”
La. Rev. Stat. § 12:1314(A)(5): 2 cases
Andrews v. Wells (In Re Wells), 368 B.R. 506 (Bankr. M.D. La. 2006). “R.S. 12:1314(A)(1). The Louisiana Court of Appeal recently held that members of a limited liability company were the proper parties to pursue claims against other members of the company for losses stemming from alleged breaches of fiduciary duty to the limited liability company…”
Heard, McElroy & Vestal, L.L.C. v. John C. Schmidt & John C. Schmidt Cpa, LLC, 349 So. 3d 663 (La. Ct. App. 2022).
La. Rev. Stat. § 12:1314(B): 13 cases
Risk Mgmt. Servs., L.L.C. v. Moss, 40 So. 3d 176 (La. Ct. App. 2010). “R.S. 12:1314(A)(1). In determining whether a member of an LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
Omega Pain Mgmt. v. Omega Inst. of Health, 975 So. 2d 48 (La. Ct. App. 2007). “LSA-R.S. 12:1314(A)(1). In determining whether a member of a member-managed LLC or a manager-managed LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
In Re Provenza, 316 B.R. 225 (Bankr. E.D. La. 2003). “R.S. 12:1314 provides that Dr. Proven-za owed a fiduciary duty to both the LLC and its members.”
Fritscher v. Fritscher, II (Bankr. M.D. La. 2025).
Bryan D. Scofield, Inc. v. Susan A. Daigle, Ltd., 999 So. 2d 311 (La. Ct. App. 2008).
La. Rev. Stat. § 12:1314(C): 7 cases
Risk Mgmt. Servs., L.L.C. v. Moss, 40 So. 3d 176 (La. Ct. App. 2010). “R.S. 12:1314(A)(1). In determining whether a member of an LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
Omega Pain Mgmt. v. Omega Inst. of Health, 975 So. 2d 48 (La. Ct. App. 2007). “LSA-R.S. 12:1314(A)(1). In determining whether a member of a member-managed LLC or a manager-managed LLC has breached a fiduciary duty to the LLC and its members, at minimum, a gross negligence standard and the business judgment rule is employed.”
In Re Provenza, 316 B.R. 225 (Bankr. E.D. La. 2003). “R.S. 12:1314 provides that Dr. Proven-za owed a fiduciary duty to both the LLC and its members.”
Bryan D. Scofield, Inc. v. Susan A. Daigle, Ltd., 999 So. 2d 311 (La. Ct. App. 2008).
Tolani v. Shreveport Natchez Hosp. L L C (W.D. La. 2022).
La. Rev. Stat. § 12:1314(D): 1 case
Monroe Surgical Hosp., LLC v. St. Francis Med. Ctr., Inc., 147 So. 3d 1234 (La. Ct. App. 2014). “12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314. (2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.”
La. Rev. Stat. § 12:1314(E): 2 cases
Schott v. Massengale (M.D. La. 2019).
Schott v. Massengale (M.D. La. 2019).
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.