Fiduciary Duties in Maryland Entitites (2005)

by Daniel S. Willard on Mar. 04, 2016

Business Business Organization 

Summary: A survey of fiduciary duties in Maryland entities (2005). The law has changed.


 Partnerships, LLCs and LLPs in Maryland:

Organization and Operation










No statutory fiduciary duties

Can provide in operating agreement


            Unless otherwise provided by law or its articles of organization, a limited liability company has the general powers, whether or not set forth in its articles of organization, to:

(13)          Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands,

except in the case of action or failure to act by the member, agent, or employee which constitutes

 willful misconduct or recklessness, and

subject to the standards and restrictions,

 if any, set forth in the articles of organization or operating agreement;

Common law obligation?

Securities law obligations of managers?




Fiduciary duty to partners


§ 9A-404.

(a)      The only fiduciary duties a partner owes to the partnership and the other partners are

the duty of loyalty and

the duty of care set forth in subsections (b) and (c) of this section.



Statutory material presented in this outline is believed to be current as of January 1, 2001 but is intended only to be illustrative of concepts to be discussed. Citations are only a starting point for research by a competent legal professional who must research the original sources of authority. Certain statutory material will be changed by anticipated upcoming legislation and some statutory material may have changed before this material goes to press. In publishing this material, neither the author nor the publisher is engaged in rendering legal, accounting or other professional service. If legal advice or other expert assistance is required, the reader or seminar participant should seek the advice of a competent legal professional.


 A NOTE ON Copyright ©: The copyright owner of this section, Daniel S. Willard, P.C., makes no claim to copyright to statutes, laws, rules or regulations of any state or federal government or agency.

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