Generate document
Generate

The Indiana LLC operating agreement is a recommended legal document that includes the terms agreed upon by an LLCs members. These help to create an outline of rights, responsibilities, and procedure in addition to affording members personal liability protection by separating individual and company assets.

From IC 23-18-1-16:

Sec. 16. “Operating agreement” means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members.

Indiana Operating Agreement Law

Per Indiana Business Corporation Law 23-18-4-4:

(a) A written operating agreement may do one (1) or more of the following:
(1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapter.
(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
(3) Provide for officers of a limited liability company that is:
(A) managed by a manager or managers; or
(B) managed by a member or members;
by specifying the title, powers, duties, and term of office (either perpetual or for a specific term) for each officer and the means by which each officer is to be appointed, elected, or reelected, or by authorizing in the written operating agreement the authority of the manager or managers of a manager-managed limited liability company or the member or members of a member-managed limited liability company to otherwise establish officers and the titles, powers, duties, and terms of office of the officers.
(4) Provide that one (1) or more persons who are not members or managers have the right to approve or disapprove any of one (1) or more specified actions with respect to the limited liability company, including:
(A) voluntary dissolution;
(B) merger; or
(C) amending the written operating agreement.
(b) If a person who is not a member or manager is given the right to approve or disapprove specified actions as permitted by subsection (a)(4), the person does not have the general right to vote with the members or managers regarding any matters unless specifically provided otherwise in the written operating agreement.

Forming an LLC in Indiana

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To file formation articles, all Indiana LLCs need a legally registered business name that is unique and dissimilar to all other businesses, LLC or otherwise, in the state. The name cannot include government titles or other business types (“inc” or “corp”), but may include professional titles such as MD upon completing additional verification with a licensed practitioner as part of the business.

This name must include:

  • LLC
  • L.L.C.
  • Limited Liability Company

To conduct the name search, use the Indiana Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

All Indiana LLCs must appoint a registered agent to accept legal documentation on behalf of the company. This agent may be an individual or business that meets the following requirements.

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Indiana, as well as a mailing address within the state

A registered agent business must be authorized to do business in Indiana.

Step 3: File Your Formation Articles

An Indiana Domestic LLC formation (in-state) is required to complete Articles of Organization online or by mail to be recognized as an LLC.

Online Filing (Domestic):

  • $95 filing fee, plus $3 online filing fee
  • Turnaround time: Within 24 hours
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Download the form, complete it online or after printing and mail to:

Indiana Secretary of State
Business Services Division
302 W. Washington Street
Room E018
Indianapolis, IN 46204

Foreign LLCs expanding to Indiana must complete a Foreign Registration Statement, and file a Certificate of Existence from the original formation of the business. This can be done online or by mail.

Online Filing (Foreign):

  • $105 filing fee, plus $3 online filing fee
  • Turnaround time: Within 24 hours
  • Create an account and submit online

Mailed Filing (Foreign):

  • $125 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Download the form, complete it online or after printing, and mail to:

Indiana Secretary of State
Business Services Division
302 W. Washington Street
Room E018
Indianapolis, IN 46204

Step 4: Draft an Indiana Operating Agreement

The Indiana operating agreement is an optional document that LLCs can use to better organize and protect their business. The agreement sets forth the guidelines and structure of the business’s operations, the role each member plays, each member’s rights, profit/loss allocation, and more.

Additionally, an operating agreement helps to separate personal and business liability, isolating individual finances with that of the business. This means that in the case of litigation, individual members are not at risk of financial harm.

The document should be held along with the principal business documents and be signed by all parties. However, it does not need to be filed with the state.