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The Florida Statutes

The 1995 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 608
Limited Liability Companies
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608.4225 General standards for managers and managing members. ---

(1) A manager or managing member shall discharge his duties as a manager or managing member, including his duties as a member of a committee:

(a) In good faith.

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(c) In a manner he reasonably believes to be in the best interests of the limited liability company.

(2) In discharging his duties, a manager or managing member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more members or employees of the limited liability company whom the manager or managing member reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the manager or managing member reasonably believes are within the persons' professional or expert competence; or

(c) A committee of managers or managing members of which he is not a member if the manager or managing member reasonably believes the committee merits confidence.

(3) In discharging his duties, a manager or managing member may consider such factors as he deems relevant, including the long-term prospects and interests of the limited liability company and its members, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the limited liability company, the communities and society in which the limited liability company operates, and the economy of the state and the nation.

(4) A manager or managing member is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(5) A manager or managing member is not liable for any action taken as a manager or managing member, or any failure to take any action, if he performed the duties of his position in compliance with this section. History: s. 23, ch. 93-284.