Limited Liability Companies are perhaps the dominant business entity. They are easy to form and easy to manage. Often times they are manager-managed, which means that managers supervise and control the operations of the company. Managers of a LLC generally owe fiduciary duties to the LLC’s owners/members, subject to the terms of the LLC’s operating agreement. Hibbs v. Berger, 430 S.W.3d 296, 314-15 (Mo. Ct. App. 2014).
These fiduciary duties have many aspects. For example, Section 347.088.3, RSMo provides that the manager of an LLC holds funds as a trustee “from any personal use by [the manager] of the property of the [LLC] … entrusted to him as a result of his status as manager.” This provision essentially codifies the duty of loyalty in LLCs. Schieve v. Meyer, 628 S.W.3d 726, 735 (Mo. Ct. App. 2021).