OH SB181

Establishes fiduciary duties for corporate and LLC officers requiring good faith conduct in the corporation's or company's best interests and the care of an ordinarily prudent person in a similar position.

Permits written waivers or elimination of fiduciary duties for LLC members, managers, and officers through operating agreements or written agreements.

Specifies that officers are not required for limited liability companies and clarifies when LLC managers' or officers' duties match members' duties.

Declares the Limited Liability Company Law policy to give maximum effect to freedom of contract and enforceability of operating agreements, except for restrictions on varying formation rights, access to records, and duty of loyalty eliminations.

Requires clear and convincing evidence to prove officers violated their duties and limits damages liability to acts undertaken with deliberate intent to cause injury or reckless disregard for the entity's interests.