What "Fiduciary Duty" Actually Means in Delaware, Texas, and Missouri

Lawyers use the phrase “fiduciary duty” as though it were a defined statutory term. In the three states I am asked about most often for closely held real estate ventures, it is not. Neither the Delaware, the Texas, nor the Missouri LLC statute defines the word “fiduciary.” Each treats fiduciary duty as a common-law concept, the duties of loyalty and care and an obligation of good faith, that the statute then references, supplements, or authorizes the parties to override. The same pattern holds for the general partner of a limited partnership, whose duties these statutes reference without defining. The practical question when you draft a joint venture agreement is therefore not what the statute says a fiduciary duty is. It is how much of that duty the governing document is allowed to reshape or remove. On that question the three states divide, and the division is the point of this article.

Scope: This piece addresses the fiduciary and related duties of the person in control, the LLC manager or managing member and the limited partnership general partner, together with the statutory freedom to modify those duties in the governing document. It does not address the duties of passive members or limited partners, securities law, or tax treatment.

Delaware. The Delaware LLC Act does not define fiduciary duty. It begins from the premise that a member, manager, or other person “has duties (including fiduciary duties)” at law or in equity to the company and to the other members and managers, and the Court of Chancery has supplied the content of those duties by borrowing the corporate duties of loyalty and care as the default for LLC managers. 6 Del. C. § 18-1101(c); Auriga Capital Corp. v. Gatz Props., LLC, 40 A.3d 839 (Del. Ch. 2012). The Act’s stated policy is to give “maximum effect to the principle of freedom of contract,” 6 Del. C. § 18-1101(b), and the agreement may expand, restrict, or eliminate those duties entirely. The one floor that cannot be drafted away is the implied contractual covenant of good faith and fair dealing, and the agreement may not exculpate a bad-faith violation of it. 6 Del. C. §§ 18-1101(c), (e); Dieckman v. Regency GP LP, 155 A.3d 358 (Del. 2017). A manager is also protected when it relies in good faith on the company’s records and on reports from officers and advisors. 6 Del. C. § 18-406.

Texas. Texas now tracks Delaware almost word for word. The Business Organizations Code provides that the company agreement “may expand, restrict, or eliminate any duties, including fiduciary duties, and related liabilities” owed to the company or to another member or manager. Tex. Bus. Orgs. Code § 101.401. Like Delaware, and unlike Missouri, Texas expressly permits full contractual elimination. Two differences matter. First, Texas supplies no statutory content for the default duties. Absent a contrary agreement, the courts fill the gap by analogizing a manager’s duties to those of a corporate director or a general partner. Straehla v. AL Global Servs., LLC, 619 S.W.3d 795 (Tex. App.—San Antonio 2020, pet. denied). Second, Texas does not build in Delaware’s non-waivable implied covenant, and Texas contract law reads that covenant narrowly outside special relationships, so the practical floor protecting a member after duties are eliminated is lower than in Delaware. Texas did add a new protection in 2025. Section 101.256 creates a business-judgment-style presumption that a governing person or officer acted in good faith and in compliance with its duties. It is available to publicly traded LLCs and to any LLC that adopts the same language, and it places the burden on the challenger to prove fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. That presumption has no counterpart in the Delaware or Missouri statutes.

Missouri. Missouri is more prescriptive than either. Its statute codifies a default standard of care. An authorized person, meaning a manager, or a member if the company is member-managed, must act in good faith, “with the care a corporate officer of like position would exercise under similar circumstances,” and as a reasonable person would believe to be in the company’s best interest. Mo. Rev. Stat. § 347.088.1. It separately codifies a classic loyalty rule. Absent the informed consent of a majority by number of the disinterested managers or members, the manager or member must account for and hold as trustee any profit or benefit taken from a company transaction or from personal use of company property or confidential information. Mo. Rev. Stat. § 347.088.3. Missouri’s freedom-of-contract policy mirrors Delaware’s, and the operating agreement may expand or restrict these duties. Mo. Rev. Stat. §§ 347.081.2, 347.088.2. But the statute never uses the word “eliminate.” That textual gap, combined with the absence of the deep body of precedent that Delaware’s Court of Chancery has produced, means that a complete contractual elimination of fiduciary duty rests on firmer ground in Delaware and Texas than in Missouri, where it remains untested.

The short version is this. Delaware and Texas both allow an LLC agreement to eliminate fiduciary duties outright, subject in Delaware to the non-waivable implied covenant and in Texas to a much narrower one. Missouri authorizes only expanding or restricting them, and it writes into its statute a corporate-officer standard of care and a trustee and disgorgement obligation that neither Delaware nor Texas puts in its code.

Below is a side-by-side comparison of the actual duties and liabilities, for both the LLC manager and the limited partnership general partner, in the three states.

Comparison

Topic	Delaware	Texas	Missouri
Source of the duties	A combination of equity and a statutory gap-filler that incorporates the “rules of law and equity, including… fiduciary duties.” 6 Del. C. § 18-1104 (LLC); § 17-1105 (LP).	Not expressly imposed by the Business Organizations Code. Duties are implied from the statute, from agency law (governing persons and partners are statutory agents), and from analogy to corporate and partnership law. Tex. Bus. Orgs. Code §§ 101.254, 152.301.	Imposed by statute for LLCs, and for limited partnerships by a pass-through from the general-partner statute to the Uniform Partnership Law fiduciary section, supplemented by common law. Mo. Rev. Stat. §§ 347.088, 359.251, 358.210.
Default duties absent contrary agreement	Yes for both. The LLC default was confirmed by the 2013 amendment to § 18-1104 after the Supreme Court declined to endorse it in dictum. Auriga Capital Corp. v. Gatz Props., LLC, 40 A.3d 839 (Del. Ch. 2012); Feeley v. NHAOCG, LLC, 62 A.3d 649 (Del. Ch. 2012).	Yes. Courts recognize default duties of obedience, loyalty, and care owed to the entity. Straehla v. AL Global Servs., LLC, 619 S.W.3d 795 (Tex. App.—San Antonio 2020, pet. denied).	Yes. Managers owe fiduciary duties “as a matter of law.” Hibbs v. Berger, 430 S.W.3d 296 (Mo. App. E.D. 2014); Deutsch v. Wolff, 994 S.W.2d 561 (Mo. banc 1999).
Duty of loyalty (content)	Traditional corporate-style loyalty. Interested transactions face entire-fairness review unless cleansed or contractually modified, and the corporate-opportunity doctrine applies by default. Auriga, 40 A.3d 839.	Bars self-dealing, usurpation of opportunity, and competition. Interested-party transactions are validated by disinterested approval or by fairness. The statutory list of loyalty obligations is non-exclusive. Tex. Bus. Orgs. Code §§ 101.255, 152.205.	LLC: the manager must account and hold as trustee for any benefit taken without the informed consent of a majority (by number) of disinterested managers or members, expressly reaching confidential and proprietary information. Mo. Rev. Stat. § 347.088.3. LP: § 358.210, with arm’s-length dealing permitted under § 359.071.
Duty of care (standard)	Gross negligence, borrowed from corporate law, for both the manager and the general partner. Auriga, 40 A.3d 839.	Ordinarily prudent person, protected by a business-judgment presumption. An error in judgment is not itself a breach, and the courts have not resolved whether the liability threshold is simple or gross negligence. Tex. Bus. Orgs. Code §§ 152.204(a), 152.206.	LLC: the care “a corporate officer of like position would exercise under similar circumstances,” an ordinary-care standard rather than gross negligence. Mo. Rev. Stat. § 347.088.1. LP: common-law ordinary care, with no statutory standard.
Statutory obligation of good faith	Less central as a standalone standard. The protective function is performed by the implied covenant discussed below.	A standard for discharging duties rather than a separate fiduciary duty. Tex. Bus. Orgs. Code § 152.204(b); Primexx Energy Opportunity Fund, LP v. Primexx Energy Corp., 709 S.W.3d 619 (Tex. Bus. Ct. 1st Div. 2025).	LLC: good faith is written into the core standard of § 347.088.1. LP: no statutory good-faith provision; the obligation rests on common law.
Implied covenant of good faith and fair dealing	Non-waivable by statute and central to the analysis. It cannot be eliminated, and a bad-faith violation cannot be exculpated. 6 Del. C. §§ 18-1101(c), (e), 17-1101(d), (f); Dieckman v. Regency GP LP, 155 A.3d 358 (Del. 2017); Brinckerhoff v. Enbridge Energy Co., 159 A.3d 242 (Del. 2017).	Texas does not imply a general covenant of good faith and fair dealing into arm’s-length contracts absent a special relationship. This is a meaningful contrast with Delaware.	Read into every contract as a matter of common law, including operating and partnership agreements.
To whom the duties are owed	To the entity and its members or limited partners, and controllers up the chain may be reached. In re USACafes, L.P. Litig., 600 A.2d 43 (Del. Ch. 1991).	To the entity. Duties to co-members or limited partners arise only on special facts giving rise to an informal fiduciary duty. Bertucci v. Watkins, 709 S.W.3d 534 (Tex. 2025); cf. Matter of Estate of Poe, 648 S.W.3d 277 (Tex. 2022).	LLC: to the company and its members, with passive members owing none. Mo. Rev. Stat. § 347.088.4; Hibbs, 430 S.W.3d 296. LP: to the partnership and the partners. Deutsch, 994 S.W.2d 561.
May the agreement restrict duties?	Yes. 6 Del. C. §§ 18-1101(c), 17-1101(d).	Yes, and broadly. Tex. Bus. Orgs. Code §§ 101.401 (LLC); 152.002(b) (partnerships, subject to a “not manifestly unreasonable” limit).	Yes. An LLC operating agreement may “expand or restrict” duties, Mo. Rev. Stat. § 347.088.2(2); a limited partnership agreement may vary them “except as provided in the partnership agreement,” §§ 359.251, 359.071.
May the agreement eliminate duties entirely?	Yes. The word “eliminated” was added in 2004, subject only to the non-waivable implied covenant. 6 Del. C. §§ 18-1101(c), 17-1101(d); Gotham Partners, L.P. v. Hallwood Realty Partners, L.P., 817 A.2d 160 (Del. 2002).	Yes, now expressly. Senate Bill 29, effective May 14, 2025, permits an LLC agreement to “expand, restrict, or eliminate” duties (§ 101.401) and permits a limited partnership agreement to eliminate “any or all” of the duties of loyalty and care and the obligation of good faith (§§ 152.002(e), 152.006). General partnerships remain subject to the “not manifestly unreasonable” limit.	Unsettled. The statute authorizes an operating agreement to “expand or restrict” duties but does not use the word “eliminate,” and it imposes no “manifestly unreasonable” limit. Mo. Rev. Stat. § 347.088.2(2). No Missouri court has confirmed that duties may be eliminated altogether.
Exculpation of liability	Liability may be limited or eliminated, except for a bad-faith violation of the implied covenant. Delaware distinguishes eliminating the duty from exculpating liability for its breach. 6 Del. C. §§ 18-1101(e), 17-1101(f); Feeley, 62 A.3d 649.	Liability of a manager or general partner may be eliminated to the same extent as a director’s under § 7.001, and further under § 101.401 and Chapters 152 and 153. The fair-notice and express-negligence doctrines do not apply to governing documents. Tex. Bus. Orgs. Code §§ 7.001(d), 8.005; In re Longview Energy Co., 464 S.W.3d 353 (Tex. 2015).	LLC: statutory safe harbors under § 347.088.1 and § 347.088.2(1), plus the entity liability shield of § 347.057. LP: exculpation is contractual, subject to common-law limits.
Indemnification and advancement	Broad and contract-driven, wider than the corporate standard, but advancement must be a separate express right. 6 Del. C. §§ 18-108, 17-108.	LLC: permissive, with no default limits; Chapter 8 applies only if the governing document adopts it. Tex. Bus. Orgs. Code §§ 101.402, 8.002, 8.005.	LLC: no statutory indemnity, so it is purely contractual under § 347.081. LP: a default statutory indemnity applies under Uniform Partnership Law § 358.180, along with the partnership agreement.
Recent statutory developments	No substantive change since the 2013 confirmation of default LLC duties. Recent amendments have been administrative.	Substantial. Senate Bill 29 (2025) authorized outright elimination of duties, created business-judgment-rule presumptions for publicly traded and opt-in entities (§§ 101.256, 153.163), and narrowed statutory books-and-records access (§§ 101.502, 153.552).	None. Missouri retains its own Chapter 347 for LLCs, the 1914 Uniform Partnership Law in Chapter 358, and the 1985 limited partnership law in Chapter 359.

The bottom line

The word “fiduciary” carries less freight in the statute than most parties assume, and the real leverage sits in the drafting. If a venture wants maximum contractual control over the manager’s or general partner’s duties, Delaware and, since Senate Bill 29, Texas both allow those duties to be eliminated, with Delaware preserving a non-waivable implied covenant and Texas not implying one at all. Missouri does not clearly permit elimination, applies an ordinary-care rather than a gross-negligence standard, and channels partnership duties through century-old statutes. If Missouri law will govern, draft the duty and exculpation provisions conservatively and do not assume that a waiver enforceable in Delaware or Texas will be given full effect. In every case, address the standard of care, the treatment of conflicts and competing ventures, exculpation as distinct from elimination of the duty, and indemnification and advancement as separate rights, rather than relying on the statutory defaults. Because this area continues to develop through the courts in Texas and Missouri even where the statutory text is settled, confirm current case law in the governing state before you rely on a given provision.

Citations

Cases

• Auriga Capital Corp. v. Gatz Props., LLC, 40 A.3d 839 (Del. Ch. 2012) (recognizing default fiduciary duties of an LLC manager), aff’d on other grounds, Gatz Props., LLC v. Auriga Capital Corp., 59 A.3d 1206 (Del. 2012).
• Bertucci v. Watkins, 709 S.W.3d 534 (Tex. 2025) (co-members of an LLC do not owe formal fiduciary duties to one another merely as co-members).
• Brinckerhoff v. Enbridge Energy Co., 159 A.3d 242 (Del. 2017) (a provision eliminating liability even for subjective bad faith conflicts with the non-waivable implied covenant).
• Deutsch v. Wolff, 994 S.W.2d 561 (Mo. banc 1999) (general partner’s self-dealing breached his fiduciary duty).
• Dieckman v. Regency GP LP, 155 A.3d 358 (Del. 2017) (the implied covenant requires that contractual approval mechanisms operate honestly).
• Feeley v. NHAOCG, LLC, 62 A.3d 649 (Del. Ch. 2012) (distinguishing elimination of a duty from exculpation of liability for its breach).
• Gotham Partners, L.P. v. Hallwood Realty Partners, L.P., 817 A.2d 160 (Del. 2002) (a partnership agreement may modify or limit fiduciary duties; catalyst for the 2004 “eliminate” amendment).
• Hibbs v. Berger, 430 S.W.3d 296 (Mo. App. E.D. 2014) (LLC managers owe fiduciary duties to members as a matter of law).
• In re Longview Energy Co., 464 S.W.3d 353 (Tex. 2015) (disgorgement is an equitable forfeiture and is not “damages”).
• In re USACafes, L.P. Litig., 600 A.2d 43 (Del. Ch. 1991) (the directors of a corporate general partner owe fiduciary duties to the limited partnership).
• Matter of Estate of Poe, 648 S.W.3d 277 (Tex. 2022) (a corporate director’s fiduciary duty runs to the corporation, not to an individual shareholder).
• Primexx Energy Opportunity Fund, LP v. Primexx Energy Corp., 709 S.W.3d 619 (Tex. Bus. Ct. 1st Div. 2025) (the statutory obligation of good faith is not a separate fiduciary duty).
• Straehla v. AL Global Servs., LLC, 619 S.W.3d 795 (Tex. App.—San Antonio 2020, pet. denied) (recognizing implied fiduciary duties of an LLC member and manager).

Statutes

• 6 Del. C. §§ 17-108, 17-1101, 17-1105, 18-108, 18-406, 18-1101, 18-1104 (Delaware Limited Liability Company Act and Delaware Revised Uniform Limited Partnership Act).
• Tex. Bus. Orgs. Code §§ 7.001, 8.002, 8.005, 101.254, 101.255, 101.256, 101.401, 101.402, 101.502, 152.002, 152.006, 152.204–152.206, 152.301, 153.163, 153.552; Act of May 14, 2025, S.B. No. 29, 89th Leg., R.S. (Tex. 2025) (effective May 14, 2025).
• Mo. Rev. Stat. §§ 347.057, 347.081, 347.088, 358.180, 358.210, 359.071, 359.251.

Secondary Authority

• Elizabeth S. Miller, Statutory Provisions (Including Recent Amendments) to Consider in Connection with Fiduciary Duties and Related Liabilities When Drafting Entity Governing Documents, State Bar of Texas 37th Annual Advanced Real Estate Drafting Course, ch. 13 (2026).