What is required for a waiver of fiduciary duties in an LLC to be valid?

• A. Plain, unambiguous language
• B. Verbal agreement suffices
• C. Only with unanimous member approval
• D. Implied by conduct

Answer: (A)

Plain, unambiguous language is required because modifying fiduciary duties must be a knowing, deliberate choice reflected clearly in the LLC’s operating agreement. Fiduciary duties are fundamental protections—so for any waiver to be enforceable, the agreement must spell out exactly what duties are waived and the scope of the waiver in precise terms. Vague statements, verbal assurances, or implications from conduct fail to provide the clarity needed and are typically not enforceable because they don’t leave no doubt about the parties’ consent and the exact limitations being imposed. While some governance changes may require following a specific approval process, the essential element for a valid waiver is clear, explicit language in the agreement.