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Chapter 1. Definitions
23-18-1-1. Citation of Article - Sec. 1. This article may be cited as the "Indiana...
23-18-1-2. Application of Definitions - Sec. 2. The definitions of this chapter apply throughout this...
23-18-1-3. "Articles of Organization" - Sec. 3. "Articles of organization" means the articles of organization...
23-18-1-4. "Business Trust" - Sec. 4. "Business trust" means a business trust or a...
23-18-1-5. "Contribution" - Sec. 5. "Contribution" means any cash, property, services rendered, or...
23-18-1-6. "Corporation" - Sec. 6. "Corporation" means a domestic corporation or a foreign...
23-18-1-7. "Distribution" - Sec. 7. "Distribution" means a direct or an indirect transfer...
23-18-1-8. "Event of Dissociation" - Sec. 8. "Event of dissociation" means an event that causes...
23-18-1-9. "Foreign Limited Liability Company" - Sec. 9. "Foreign limited liability company" means an entity that...
23-18-1-10. "Interest" - Sec. 10. "Interest" means a member's economic rights in the...
23-18-1-11. "Limited Liability Company" or "Domestic Limited Liability Company" - Sec. 11. "Limited liability company" or "domestic limited liability company"...
23-18-1-12. "Limited Partnership" - Sec. 12. "Limited partnership" means an Indiana limited partnership or...
23-18-1-13. "Majority in Interest of the Members" - Sec. 13. "Majority in interest of the members" means the...
23-18-1-14. "Manager" - Sec. 14. "Manager" means, with respect to a limited liability...
23-18-1-15. "Member" - Sec. 15. "Member" means a person admitted to membership in...
23-18-1-16. "Operating Agreement" - Sec. 16. "Operating agreement" means any written or oral agreement...
23-18-1-17. "Person" - Sec. 17. "Person" means an individual, a corporation, a general...
23-18-1-18. "Principal Office" - Sec. 18. "Principal office" means the office, within or outside...
23-18-1-19. "State" - Sec. 19. "State" refers to a state, territory, or possession...
Chapter 2. Organization and Powers
23-18-2-1. Organization; Purpose; Regulation - Sec. 1. (a) A limited liability company may: (1) be...
23-18-2-2. Powers - Sec. 2. Unless the limited liability company's articles of organization...
23-18-2-3. Professional Licensing or Regulatory Authorities; Powers - Sec. 3. Except for the prohibitions in this article concerning...
23-18-2-4. Formation; Articles of Organization; Contents - Sec. 4. (a) At least one (1) person may form...
23-18-2-5. Amendment of Articles of Organization - Sec. 5. (a) Articles of organization of a limited liability...
23-18-2-6. Restated Articles of Organization - Sec. 6. (a) Articles of organization may be restated at...
23-18-2-7. Filing Articles With Secretary of State; Notice - Sec. 7. The fact that articles of organization of a...
23-18-2-8. Repealed - As added by P.L.8-1993, SEC.301. Amended by P.L.178-2002, SEC.105; P.L.119-2015,...
23-18-2-9. Repealed - As added by P.L.8-1993, SEC.301. Amended by P.L.277-2001, SEC.22; P.L.119-2015,...
23-18-2-9.5. Repealed - As added by P.L.277-2001, SEC.23. Repealed by P.L.119-2015, SEC.72.
23-18-2-10. Repealed - As added by P.L.8-1993, SEC.301. Amended by P.L.63-2014, SEC.29. Repealed...
23-18-2-11. Repealed - As added by P.L.8-1993, SEC.301. Repealed by P.L.118-2017, SEC.101.
23-18-2-12. Repealed - As added by P.L.8-1993, SEC.301. Amended by P.L.228-1995, SEC.26. Repealed...
23-18-2-13. Repealed - As added by P.L.8-1993, SEC.301. Repealed by P.L.118-2017, SEC.103.
Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company
23-18-3-1. Members and Managers as Agents; Companies Existing on or Before June 30, 1999 - Sec. 1. (a) Unless otherwise provided in a written operating...
23-18-3-1.1. Members and Managers as Agents; Companies Formed After June 30, 1999 - Sec. 1.1. (a) A limited liability company formed under this...
23-18-3-2. Notice to Member or Manager Imputed to Company; Exceptions - Sec. 2. (a) Except as provided in subsection (b), notice...
23-18-3-2.5. Officers - Sec. 2.5. If the written operating agreement of a limited...
23-18-3-2.6. Intent; Validity of Operating Agreements and Acts Before July 1, 2014 - Sec. 2.6. Section 2.5 of this chapter and IC 23-18-4-4(a)(3)...
23-18-3-3. Personal Liability of Members, Managers, Agents, or Employees - Sec. 3. (a) A member, a manager, an agent, or...
23-18-3-4. Professional Services; Liability - Sec. 4. (a) This article does not alter any law...
23-18-3-5. Member as Party to Proceeding - Sec. 5. A member of a limited liability company may...
Chapter 4. Rights and Duties of Members and Managers
23-18-4-1. Authority of Members or Managers - Sec. 1. (a) Unless the articles of organization provide for...
23-18-4-2. Acts and Omissions Liability; Trustee for Personal Benefits Derived Through Company; Duties of Member in Company Providing for Manager - Sec. 2. (a) Unless otherwise provided in a written operating...
23-18-4-3. Affirmative Vote, Approval, or Consent; Requirements - Sec. 3. (a) Unless the articles of organization provide for...
23-18-4-4. Written Operating Agreement - Sec. 4. (a) A written operating agreement may do one...
23-18-4-5. Operating Agreements; Objectives - Sec. 5. Members may enter into an operating agreement to...
23-18-4-6. Initial Operating Agreement; Amendments; Power of Attorney - Sec. 6. (a) The initial operating agreement must be agreed...
23-18-4-7. Enforcement of Operating Agreement; Injunctive or Other Relief - Sec. 7. (a) A court may enforce an operating agreement...
23-18-4-8. Records; Inspection; Full Disclosure; Omissions - Sec. 8. (a) A limited liability company must keep at...
23-18-4-9. Managerial Omissions; Penalties or Consequences - Sec. 9. If set forth in writing, an operating agreement...
23-18-4-10. Good Faith Reliance on Records by Members or Managers; Liability - Sec. 10. A member or manager of a limited liability...
23-18-4-11. Resignation of Manager - Sec. 11. (a) A manager may resign as a manager...
23-18-4-12. Business Between Company and Member or Manager - Sec. 12. Except when prohibited in a written operating agreement,...
23-18-4-13. Policy - Sec. 13. The policy of this article is to give...
Chapter 5. Finance
23-18-5-1. Promises to Contribute Property or Services; Enforceability - Sec. 1. (a) A promise by a member to make...
23-18-5-2. Obligation to Make Capital Contribution or Other Payment; Compromise; Effect; Remedies or Consequences of Nonpayment - Sec. 2. (a) The obligation of a member to make...
23-18-5-3. Allocation of Profits and Losses - Sec. 3. Unless otherwise provided in the operating agreement, profits...
23-18-5-4. Shared Distributions of Cash or Other Assets - Sec. 4. Except as provided in section 5 or 5.1...
23-18-5-5. Dissociation; Companies Existing on or Before June 30, 1999 - Sec. 5. (a) Unless otherwise provided in a written operating...
23-18-5-5.1. Dissociation; Companies Formed After June 30, 1999 - Sec. 5.1. (a) A limited liability company formed under this...
23-18-5-6. Distributions - Sec. 6. (a) A distribution may not be made if...
23-18-5-7. Unlawful Distributions; Liability - Sec. 7. (a) A member or manager who votes for...
23-18-5-8. Distributions in Kind - Sec. 8. (a) Except as provided in the operating agreement,...
23-18-5-9. Status of Member Entitled to Receive Distribution - Sec. 9. At the time a member becomes entitled to...
Chapter 6. Membership
23-18-6-0.5. Minimum Membership - Sec. 0.5. A limited liability company formed under this article...
23-18-6-1. Acquisition of Membership - Sec. 1. (a) Subject to subsection (b), a person may...
23-18-6-2. Interest of Member; Nature - Sec. 2. The interest of a member in a limited...
23-18-6-2.5. Member Interest Designated as Transfer on Death Property or Held in Joint Tenancy - Sec. 2.5. (a) Unless otherwise limited or prohibited in a...
23-18-6-3. Assignment of Interest; Companies Existing on or Before June 30, 1999 - Sec. 3. (a) Unless otherwise provided in a written operating...
23-18-6-3.1. Assignment of Interest; Companies Formed After June 30, 1999 - Sec. 3.1. (a) A limited liability company formed under this...
23-18-6-4. Assignee Membership; Companies Existing on or Before June 30, 1999 - Sec. 4. (a) Unless otherwise provided in a written operating...
23-18-6-4.1. Assignee Membership; Companies Formed After June 30, 1999 - Sec. 4.1. (a) A limited liability company formed under this...
23-18-6-5. Cessation of Membership - Sec. 5. (a) A person ceases to be a member...
23-18-6-6. Withdrawal of Member; Companies Existing on or Before June 30, 1999 - Sec. 6. (a) Unless otherwise provided in a written operating...
23-18-6-6.1. Withdrawal of Member; Companies Formed After June 30, 1999 - Sec. 6.1. (a) A limited liability company formed under this...
23-18-6-7. Judgment Creditors of Members; Rights - Sec. 7. (a) On application to a court with jurisdiction...
Chapter 7. Repealed - Repealed by P.L.118-2017, SEC.105.
Chapter 8. Suits by and Against a Limited Liability Company
23-18-8-1. Persons Entitled to Bring Suit in Name of Company - Sec. 1. Except as otherwise provided in a written operating...
23-18-8-2. Determination of Lack of Authority to Sue; Prohibited Assertions - Sec. 2. A determination that a member or manager does...
Chapter 9. Voluntary Dissolution
23-18-9-1. Circumstances Requiring Dissolution; Companies Existing on or Before June 30, 1999 - Sec. 1. (a) Unless otherwise provided in a written operating...
23-18-9-1.1. Circumstances Requiring Dissolution; Companies Formed After June 30, 1999 - Sec. 1.1. (a) A limited liability company formed under this...
23-18-9-2. Court-Decreed Dissolution - Sec. 2. On application by or for a member, the...
23-18-9-3. Powers of Dissolved Company; Effect of Dissolution - Sec. 3. (a) A dissolved limited liability company may only...
23-18-9-4. Entities Entitled to Wind Up Company's Business or Affairs - Sec. 4. Unless otherwise provided in a written operating agreement,...
23-18-9-5. Binding Acts of Members Following Dissolution - Sec. 5. (a) Except as provided in subsections (c), (d),...
23-18-9-6. Distribution of Assets - Sec. 6. Upon the winding up of a limited liability...
23-18-9-7. Articles of Dissolution; Filing - Sec. 7. At any time after a limited liability company...
23-18-9-7.5. Revocation of Dissolution - Sec. 7.5. (a) A limited liability company may revoke its...
23-18-9-8. Claims - Sec. 8. (a) As used in this section, "claim" does...
23-18-9-9. Notice of Dissolution - Sec. 9. (a) A dissolved limited liability company may publish...
23-18-9-10. Claimants Not Found or Incompetent to Receive Assets; Deposits for Safekeeping; Disbursement Upon Proof of Entitlement - Sec. 10. Assets of a dissolved limited liability company that...
Chapter 10. Repealed - Repealed by P.L.118-2017, SEC.106.
Chapter 11. Repealed - Repealed by P.L.118-2017, SEC.107.
Chapter 12. Repealed - Repealed by P.L.118-2017, SEC.108.
Chapter 13. Applicability of Other Provisions
23-18-13-1. Application of State and Federal Constitutions; Ic 1-1 - Sec. 1. All provisions of the Constitution of the United...
23-18-13-2. References - Sec. 2. All references to this article in the articles...