183.0409 Standards of conduct for members and managers.
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/wi/chapter-183/183-0409A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
183.0409 Standards of conduct for members and managers.
(1)A member of a member-managed limited liability company owes to the company and, subject to s. 183.0801 , the other members the fiduciary duties of loyalty and care stated in subs.
(2)and
(3).
(2)The duty of loyalty of a member in a member-managed limited liability company includes all of the following duties:
(a)The duty to account to the company and hold as trustee for it any property, profit, or benefit derived by the member in or from any of the following:
1. The conduct or winding up of the company’s activities and affairs.
2. A use by the member of the company’s property.
3. The appropriation of a limited liability company opportunity.
(b)The duty to refrain from dealing with the company in the conduct or winding up of the company’s activities and affairs as or on behalf of a person having an interest adverse to the company.
(c)The duty to refrain from competing with the company in the conduct of the company’s activities and affairs before the dissolution of the company.
(3)The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company’s activities and affairs is to refrain from engaging in conduct for which relief or exoneration from liability is not permitted under s. 183.0105
(g).
(4)A member shall discharge the duties and obligations under this chapter and under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(5)A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member’s conduct furthers the member’s own interest.