May counsel for a three-member LLC tell one member confidential information over the majority’s objection?

Plain-English summary

The lawyer represented a three-member LLC. A majority instructed the lawyer to withhold representation information from one member unless that member signed a nondisclosure agreement. The opinion identifies the LLC, acting through duly authorized constituents, as the client under Rule 4-1.13.

Rule 4-1.6 protects the LLC’s information against disclosure to a constituent unless the LLC explicitly or impliedly authorizes it for the representation. If a majority must act for the LLC, the opinion says the lawyer cannot disclose to one member without the majority’s instruction.

The lawyer may also represent a member under Rule 4-1.13(e), subject to Rule 4-1.7. If the dual representation needs consent, an appropriate LLC official other than the member seeking representation must give it.

In practice

For this LLC, the opinion makes disclosure authority turn on how the organization acts. A member’s status alone does not authorize release of the LLC’s protected information.

Common questions

Q: Who is the lawyer’s client in this LLC representation?

A: The LLC acting through its duly authorized constituents, under Rule 4-1.13.

Q: Can one member demand confidential LLC information despite a majority instruction?

A: If majority action is required, the opinion says no disclosure without the majority’s instruction.

Q: May the lawyer also represent one LLC member?

A: Rule 4-1.13(e) permits that possibility subject to Rule 4-1.7 and consent from an appropriate LLC official other than that member when consent is required.

Background and rules framework

Rule 4-1.13 identifies the organizational client and Comment [2] addresses action through constituents. Rule 4-1.6 protects client information, while Rules 4-1.13(e) and 4-1.7 govern dual representation.

Citations and references

Missouri Rules of Professional Conduct:

• Rule 4-1.13, Rule 4-1.13(e), and Comment [2]
• Rules 4-1.6 and 4-1.7

See also

• Missouri Informal Op. 2021-05: Company Manager Joint Representation
• Missouri Informal Op. 2025-09: City Attorney’s Organizational Client

Source

• Landing page: https://mo-legal-ethics.org/informal-opinion/2013-03/

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

Question: May Attorney for a three-member Limited Liability Company (LLC) disclose to one member information related to the representation, where a majority of the members have instructed Attorney not to disclose the information to the member unless that member signs a non-disclosure agreement?

Answer: Pursuant to Rule 4–1.13, Attorney represents the LLC acting through its duly authorized constituents. Attorney may not disclose to a constituent of the organization information protected by Rule 4–1.6 unless the disclosure is explicitly or impliedly authorized by the LLC in order to carry out the representation, as permitted by Rule 4–1.6. If a majority of the members of the LLC is required to take action on behalf of the organization, Attorney may not disclose confidential information to one member unless instructed by the majority to do so, as explained in Comment [2] to Rule 4–1.13. Pursuant to Rule 4–1.13(e), Attorney may represent the LLC and also represent one of its members, subject to Rule 4–1.7. If consent to the dual representation is required by Rule 4–1.7, consent must be given by an appropriate official of the LLC other than the individual seeking representation.