2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 409 (Effective 07/01/12) Standards of conduct for members and managers.

48-3-409 (Effective 07/01/12). Standards of conduct for members and managers.
(1) A member of a member-managed limited liability company owes to the limited liability company and, subject to Subsection 48-3-901(2), the other members the fiduciary duties of loyalty and care stated in Subsections (2) and (3).
(2) The duty of loyalty of a member in a member-managed limited liability company includes the duties:
(a) to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member:
(i) in the conduct or winding up of the limited liability company's activities;
(ii) from a use by the member of the limited liability company's property; or
(iii) from the appropriation of a limited liability company opportunity;
(b) to refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company's activities as or on behalf of a person having an interest adverse to the limited liability company; and
(c) to refrain from competing with the limited liability company in the conduct of the limited liability company's activities before the dissolution of the limited liability company.
(3) The duty of care of a member in a member-managed limited liability company in the conduct and winding up of the limited liability company's activities is to refrain from conduct or inaction that constitutes:
(a) gross negligence;
(b) intentional misconduct; or
(c) an intentional violation of law.
(4) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(5) It is a defense to a claim under Subsection (2)(b) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.
(6) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(7) In a manager-managed limited liability company, the following rules apply:
(a) Subsections (1), (2), (3), and (5) apply to the manager or managers and not the members, except that the operating agreement of a limited liability company may apply the duty stated in Subsection (2)(c) to a member.
(b) The duty stated under Subsection (2)(c) continues until winding up is completed.
(c) Subsection (4) applies to the members and managers.
(d) Subsection (6) applies only to the members.
(e) A member does not have any fiduciary duty to the limited liability company or to any other member solely by reason of being a member.