The default rule entitles members to equal distributions. Agency in a manager managed limited liability company is more like the agency of the hired officers and employees of a corporation. It should be remembered, as well, that all these rules are subject to variation by the operating agreement. The Uniform Act also prescribes some rules of conduct for members of limited liability companies. These are fundamental obligations and are not waivable or subject to variation in the operating agreement.
Members enjoy a right of access to the books and records of the company.
A member owes a duty of loyalty to other members, consisting of an obligation to account to and hold as a trustee for any property or profit acquired in the business of the company, a duty to refrain from dealing with or on behalf of a party with an adverse interest to the company, and an obligation to refrain from competing with the company before its dissolution. A member's duty of care in a member managed company is to refrain from grossly negligent conduct, reckless conduct, intentional misconduct, or violation of the law. There is an obligation of good faith and fair dealing. These same obligations belong to a manager in a manager managed company. Since a limited liability company is an entity under the Uniform Limited Liability Company Act, its property is held in its own name, not in the name of its members.