Missouri Revised Statutes

Mo. Rev. Stat. § 347.088 (2026)

Standard of duty

✓ current as of May 2026

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347.088. Standard of duty — extent of liabilities and duties — profit or benefit, duty. — 1. Except as otherwise provided in the operating agreement an authorized person shall discharge his or her duty under sections 347.010 to 347.187 and the operating agreement in good faith, with the care a corporate officer of like position would exercise under similar circumstances, in the manner a reasonable person would believe to be in the best interest of the limited liability company, and shall not be liable for any such action so taken or any failure to take such action, if he or she performs such duties in compliance with this subsection.

2. To the extent that, at law or equity, a member or manager or other person has duties, including fiduciary duties, and liabilities relating to those duties to the limited liability company or to another member, manager, or other person that is party to or otherwise bound by an operating agreement:

(1) Any such member, manager, or other person acting under the operating agreement shall not be liable to the limited liability company or to any such other member, manager, or other person for the member's, manager's, or other person's good faith reliance on the provisions of the operating agreement; and

(2) The member's, manager's or other person's duties and liabilities may be expanded or restricted by provision in the operating agreement.

3. Except as otherwise provided in the operating agreement, every member or manager, if any, shall account to the limited liability company and hold as trustee for it any profit or benefit derived by such person without the informed consent of more than one-half by number of disinterested managers or members from any transaction connected with the conduct of the business and affairs or the winding up of the limited liability company, or from any personal use by such person of the property of the limited liability company, including confidential or proprietary information of the limited liability company or other matters entrusted to him as a result of his status as manager or member.

4. Except as provided in subsection 2 of this section or the operating agreement, one who is a member of a limited liability company in which management is vested in one or more managers and who is not a manager shall have no duties to the limited liability company or to the other members solely by reason of acting in his capacity as a member.

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(L. 1993 S.B. 66 & 20 § 359.749, A.L. 2004 H.B. 1664)

Notes of Decisions

Cited in 7 cases, 2003–2018 · leading case: Steve Hibbs v. Brian Berger, 430 S.W.3d 296 (Mo. Ct. App. 2014).

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Steve Hibbs v. Brian Berger, 430 S.W.3d 296 (Mo. Ct. App. 2014). · cites it 4× “Section 347.088. The plain language of the statute, validated by Missouri precedent, evidences that managers (member or non-member managers) and members of an LLC owe fiduciary duties to the LLC, itself.”

Birkenmeier v. Keller Biomedical, LLC, 312 S.W.3d 380 (Mo. Ct. App. 2010). · cites it 2× “Under Section 347.088, those duties arise to “another member, manager, or other person that is party to or otherwise bound by an operating agreement.”

Underwood v. Kahala, LLC, 554 S.W.3d 485 (Mo. Ct. App. 2018). · cites it 2× “managing members as defendants, seek no relief against any of his/her fellow managing members, and somehow become the sole decision maker on behalf of the company simply by keeping his/her dissolution alive for 120 days[,] and "would also be inconsistent with the statutory duty…”

DeBold v. Rebecca Case (In Re Tri-River Trading LLC), 317 B.R. 65 (Bankr. E.D. Mo. 2004). · cites it 3× “” Mo. Rev. Stat. § 347.088 (2003). Here, Debtor may maintain an action against Defendants for breach of fiduciary duty.”

Davis v. Olson (In Re Olson), 454 B.R. 466 (Bankr. W.D. Mo. 2011). · cites it 2× “Section 347.088(1), also cited by the Plaintiffs, provides that a member of an LLC “shall discharge his or her duty under sections 347.”

Brazil v. Rickerson, 268 F. Supp. 2d 1091 (W.D. Mo. 2003). · cites it 2× “]” Mo.Rev.Stat. § 347.088. In addition to the duty to act in good faith, majority owners of corporations owe a fiduciary duty to the minority owners.”

Steve Hibbs v. Brian Berger (Mo. Ct. App. 2014). · cites it 2× “Section 347.088. The plain language of the statute, validated by Missouri precedent, evidences that managers (member or non-member managers) and members of an LLC owe fiduciary duties to the LLC, itself.”

— Mo. Rev. Stat. § 347.088(1) — 1 case

Davis v. Olson (In Re Olson), 454 B.R. 466 (Bankr. W.D. Mo. 2011). “Section 347.088(1), also cited by the Plaintiffs, provides that a member of an LLC “shall discharge his or her duty under sections 347.”

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