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.

Informal Opinions are ethics advisory opinions issued by the Office of Legal Ethics Counsel to members of the Bar about Rule 4 (Rules of Professional Conduct), Rule 5 (Complaints and Proceedings Thereon), and Rule 6 (Fees to Practice Law) pursuant to Missouri Supreme Court Rule 5.30(c). Written summaries of select Informal Opinions are published for informational purposes as determined by the Advisory Committee of the Supreme Court of Missouri pursuant to Rule 5.30(c). Informal opinion summaries are advisory in nature and are not binding. These opinions are published as an educational service and do not constitute legal advice.

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