Indiana LLC Operating Agreement | A Comprehensive Guide

Indiana Operating Agreement

When forming a Limited Liability Company (LLC) in Indiana, one of the most critical steps is creating and executing an LLC Operating Agreement. This legally binding document outlines your LLC’s ownership, management, and operational procedures, ensuring that your business runs smoothly and is protected from potential disputes and legal issues. Although only sometimes required by state law, having a well-drafted operating agreement is essential for an LLC. This article will explore the content and importance of an Operating Agreement in Indiana and discuss its key components.

Webinarcare Editorial Team will help you understand the process of having an operating agreement for your Indiana business. You must be guided by all the factors gathered in this article.

What is an Operating Agreement?

An operating agreement is a legally binding document that outlines a limited liability company‘s ownership structure, management, and operational procedures (LLC). It governs the internal workings of the LLC and establishes the rights, responsibilities, and obligations of its members (owners) and managers.

This includes details such as rules, regulations, and provisions related to the operation of the LLC. The Operating Agreement serves as a guide for dealing with disagreements, bringing in new members, and managing various situations that may arise while doing business. It delivers clarity and ensures smooth functioning while providing legal protection to businesses.

Although not always required by state law, having a well-drafted operating agreement is essential for an LLC. It helps prevent potential disputes among members, ensures smoother business operations, and provides a clear framework for making decisions and resolving issues. It also helps to establish limited liability protection for the members by demonstrating that the LLC is a separate legal entity with its own rules and procedures.

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Indiana LLC Operating Agreement Content

An operating agreement is a legal document detailing the LLC’s organizational structure and operational procedures. It includes forming the LLC, members and ownership, distribution of profit and losses, management structure, meetings and voting procedure, limitation of liability and indemnification, dissolving Indiana business, dispute resolution, and amendments and modification.

Article I: Formation of the LLC

The first step in creating an LLC Operating Agreement is to outline the basic information about your LLC, such as:

  • Name of the LLC: Your LLC’s name must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” and comply with the Indiana LLC naming requirements.
  • Principal Office Address: This is where your LLC’s primary business activities will be conducted.
  • Purpose of the LLC: This section should describe the primary purpose of your LLC and the types of business activities it will engage in.
  • Registered Agent Information: Your Registered Agent is a person or entity designated to receive legal documents on behalf of your LLC. The Registered Agent must have a physical street address in Indiana. It’s essential to choose a reliable and responsible Indiana Registered Agent, as failure to receive and respond to legal documents can have serious consequences for you to start a business in Indiana

You can serve as your Registered Agent, appoint a friend or family member, or hire the Best Indiana Registered Agent Services. We reviewed some of the services for you to check out if you still don’t have one.

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Article II: Members and Ownership

This section deals with identifying all the members of the LLC and their ownership percentages. It includes details like names, addresses, and contributions of each member. Details about how increases and decreases in membership are also covered in this section.

  • Initial Members: The names and addresses of each initial member should be listed, along with their respective ownership interests.
  • Ownership Interests: This section should detail each member’s ownership interest percentage.
  • Capital Contributions: Each member’s initial capital contribution to the LLC should be documented, along with any additional contributions that may be required.
  • Additional Members: The agreement should outline the process for admitting new members to the LLC and the rights and responsibilities of these new members.
  • Transfer of Membership Interests: The operating agreement should contain provisions governing the transfer of membership interests, including transfer restrictions and the right of first refusal for existing members.
  • Withdrawal of Members: The process and consequences for members who wish to withdraw from the LLC should be clearly defined. In Indiana, there is a definite guideline on How to Remove a Member from your Indiana LLC. 

Article III: Distribution of Profits and Losses

This article explains how the LLC profits and losses will be distributed among the members. It can be based on the ownership percentages or a different agreement stipulated by the members. It lays out the process for distribution and any restrictions on those distributions.

  • Allocation of Profits and Losses: The agreement should detail how profits and losses will be allocated among the members, typically based on their own interests.
  • Distributions to Members: The process for distributing profits to members should be outlined, including the timing and manner of distributions.

Article IV: Management Structure

Your LLC Operating Agreement should outline the management structure of your business. This includes

Member-Managed vs. Manager-Managed: You must decide whether your LLC will be managed by its members or appointed managers. This decision will impact the roles and responsibilities of each party.

A Member-Managed LLC is a type of limited liability company (LLC) where the management and day-to-day operations of the business are handled by its members (owners) directly. In a Member-Managed LLC, each member has the authority to make decisions and take actions on behalf of the company, such as entering into contracts, hiring employees, and managing the finances.

This management structure contrasts with a Manager-Managed LLC, where the members appoint one or more managers to oversee the business operations. In a Manager-Managed LLC, the appointed managers have the authority to make decisions and act on behalf of the company. In contrast, the members typically have a more passive role, focusing on high-level decision-making and strategic planning.

Roles and Responsibilities of Members/Managers: The agreement should define the roles and responsibilities of each member or manager, including their duties, decision-making authority, and any limitations on their powers.

Article V: Meetings and Voting Procedures

This article outlines the rules for conducting meetings and voting procedures. It specifies the quorum required for decision-making, how votes are counted, and how members are notified about meetings. It also includes information about special meetings and emergency decisions.

  • Voting Rights and Decision-Making Process: The agreement should outline each member or manager’s voting rights and decision-making for various business matters.
  • Meetings and Notice Requirements: The operating agreement should specify the frequency of meetings, the process for calling special meetings, and the notice requirements for each type of meeting.

Article VI: Limitation of Liability and Indemnification

To protect the personal assets of your LLC’s members and managers, your operating agreement in Indiana should address the following:

  • Liability of Members/Managers: The agreement should limit the liability of members and managers for the debts and obligations of the LLC, following Indiana law.
  • Indemnification Provisions: The operating agreement should include provisions for indemnifying members and managers for actions taken on behalf of the LLC, as long as those actions are within the scope of their duties and do not involve gross negligence or willful misconduct.
  • Insurance Requirements: The agreement should specify any insurance requirements for your LLC, such as liability or property insurance. Small business insurance helps safeguard your business from financial losses, legal claims, and other unforeseen events. This protection allows entrepreneurs to focus on growing and sustaining their businesses within the Indiana economy.

You may check out the Best Small Business Insurance in Indiana to learn more about business insurance.

Article VII: Record Keeping and Financial Reporting

This article provides details about the record-keeping and financial auditing procedures. It outlines the importance of keeping accurate and comprehensive records of an LLC’s financial transactions. It also specifies the frequency of financial reporting and distribution to the members.

  • Accounting and Recordkeeping: The operating agreement should outline your Indiana LLC’s accounting methods and recordkeeping requirements. Effective financial management is important for the success of your Indiana LLC. Establish a reliable accounting system to track income, expenses, and tax obligations. You can manage your finances using spreadsheets, accounting software, or becoming a CPA in Indiana.
  • Fiscal Year: The agreement should specify the fiscal year for your LLC, which may be either a calendar year or any 12-month period.
  • Tax Treatment and Filing Requirements: The agreement should specify your LLC’s tax treatment and any required filings with the Indiana tax authorities. You should include the filing of the Indiana Articles of Organization, annual fees, and other associated fees that need to be filed.

For the initial and final cost for forming your Indiana LLC, look up the LLC Cost in Indiana for additional information. 

Article VIII: Dissolution and Winding Up

This section outlines the circumstances under which the LLC may be dissolved, such as a unanimous decision by members, legal issues, bankruptcy, or achieving its purpose. It also includes information about how the LLC’s assets will be liquidated and debts paid upon dissolution.

Events Triggering Dissolution: The agreement should list the events that will trigger the dissolution of your LLC, such as the death or withdrawal of a member, a unanimous vote of the members, or a court order. 

Some common events include:

  • A unanimous vote of the members to dissolve the business.
  • The death, resignation, or withdrawal of a member unless the remaining members agree to continue the business.
  • The expiration of a specified period or the completion of a specific purpose, as outlined in the operating agreement.
  • A court order mandating the dissolution of the LLC.

Winding Up Process: The operating agreement should outline the process for winding up the affairs of the LLC, which typically involves:

  • Settling the company’s outstanding debts and obligations.
  • Liquidating the company’s assets.
  • Resolving any pending legal disputes.
  • Preparing and filing final tax returns.

Distribution of Assets: The operating agreement should specify how the LLC’s remaining assets will be distributed among the members upon dissolution, typically in proportion to their ownership interests.

Certificate of Cancellation: After the winding-up process is completed, the LLC may be required to file a certificate of cancellation or articles of dissolution with the Indiana Secretary of State to dissolve the company and remove it from its records formally. 

Article IX: Dispute Resolution

This article provides the protocol for handling any disputes arising between LLC members. It can include stipulations for mediation or arbitration in case of any conflicts. The agreement should include a process for resolving member disputes, such as mediation or arbitration.

Article X: Amendments and Modifications

Your LLC Operating Agreement in Indiana should include a process for making amendments and modifications, such as:

  • Process for Amending the Operating Agreement: The agreement should outline the process for proposing, considering, and approving amendments to the operating agreement.
  • Required Approval for Amendments: The agreement should specify the percentage of member approval required to amend the operating agreement.

Once your LLC Operating Agreement has been drafted, it should be executed by the initial members or managers and adopted by any additional members who join the LLC.

Role of Registered Agent in LLC Operating Agreement

A Registered Agent is a person or entity designated to receive legal documents and official correspondence on behalf of an LLC. While the primary role of a Registered Agent is to maintain a reliable point of contact for legal matters, some registered agent service providers also offer additional services, such as creating an operating agreement for your LLC. Below are some advantages of having a Registered Agent create an operating agreement for your business:

  • Expertise: A Registered Agent specializing in LLC Formation Services often has extensive knowledge and experience drafting operating agreements. They are familiar with the requirements and best practices for creating a comprehensive and legally compliant operating agreement, which can help protect your business interests and minimize potential disputes among members.
  • State-Specific Requirements: A Registered Agent offering operating agreement services is well-versed in state-specific laws and regulations governing LLCs. They can ensure that your operating agreement complies with the specific requirements of the state in which your LLC is formed, including mandatory provisions and filing requirements.
  • Time-Saving: Drafting an operating agreement in Indiana can be complex and time-consuming, especially for business owners unfamiliar with legal terminology and procedures. By delegating this task to a Registered Agent, you can save time and focus on other crucial aspects of your business.
  • Customization: A Registered Agent with experience creating operating agreements can tailor the document to meet your business’s unique needs and circumstances. They can help you address specific management structures, financial arrangements, and other critical aspects of your LLC that may not be covered in a generic operating agreement template.
  • Ongoing Support: The Registered Agent services provide ongoing support and guidance in maintaining and updating your operating agreement as your business grows and evolves. This can help ensure that your operating agreement remains relevant and compliant with changing laws and regulations.

While there are advantages to having a Registered Agent create an operating agreement for your LLC, it is essential to carefully review and understand the terms of the agreement before signing. Additionally, it is a good idea to consult with legal and tax professionals to ensure that the operating agreement aligns with your business goals and complies with all applicable laws and regulations.

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What is an LLC Operating Agreement and does it apply in Indiana?
An LLC Operating Agreement is a document that outlines the management structure and member responsibilities of a Limited Liability Company (LLC). It does apply in Indiana.
Are LLC Operating Agreements required in Indiana?
No, LLC Operating Agreements are not required by Indiana law. However, it is highly recommended that you draft one to govern your LLC’s internal affairs.
Can an LLC Operating Agreement override Indiana state laws?
Yes, the members of an LLC in Indiana can agree to terms in the Operating Agreement that override and supersede certain state laws.
Do all members of an LLC in Indiana need to sign an Operating Agreement?
Yes, it’s important that all members sign the Operating Agreement to demonstrate their understanding and agreement to it.
Is a written LLC Operating Agreement required in Indiana?
Though a written LLC Operating Agreement is not required in Indiana, having a written document will help in arbitration processes.
Does the LLC Operating Agreement need to be notarized in Indiana?
Notarization is not needed to make the Operating Agreement valid and enforceable, but it is advisable for businesses operating with a bank by having an operational agreement validated.
Can I create my own LLC Operating Agreement for my Indiana business, or do I need a lawyer?
Creating an Operating Agreement is not required in Indiana, but seeking out the assistance of a lawyer is always a good idea to ensure you have covered critical aspects involved.
Can an Operating Agreement amend the Articles of Organization in Indiana?
The Operating Agreement and Articles of Organization serve different purposes in regards to the state laws. However, an Operating Agreement could be written to amend provisions mentioned in Articles of Organization reports for your business in regards to Indiana laws about LLC.
How long does it take to create an LLC Operating Agreement in Indiana?
The complexity of the documentation depends on the business size, activities and multiple stakeholders involved to have limited liability companies in Indiana. Your attorney can provide a reasonable timeline.
Is filing an Operating Agreement with the state required in Indiana?
Operating Agreements do not need to be filed with the Indiana Secretary of State.
What should I include in my LLC Operating Agreement in Indiana?
At a minimum, an LLC Operating Agreement in Indiana should include member ownership and equity contributions, member voting rights, profit distribution, officer roles, among others.
Can governances change a member’s ownership percentage within an LLC in Indiana through the Operating Agreement?
Yes. Member ownership and contributions are typically described in detail within the operating agreement and can be modified to reflect changes.
Can the Operating Agreement in an Indiana LLC impose a duty of loyalty on a member?
Yes, the Operating Agreement can establish fiduciary obligations as it outlines member rules, rights, and regulations.
Can my LLC Operating Agreement in Indiana outline profit-sharing strategies?
Yes, profit sharing is one of the central features amongst the LLC owners and their operating agreement has the option of describing tax strategies or sum referred to specifically in business transactions for profit sharing.
What role does the business type play in how I create my Oklahoma LLC Operating Agreement?
An Operating Agreement has nothing to do with the type of industry a specific member or group is involved in; the agreement is unique to each group’s internal structure and responsibilities.
How does an Indiana Operating Agreement address officer resignation?
The Operating Agreement describes the process when corporate officers are expected to give adequate resignation and disengagement in thinking from all association with the company in such cases.
Can you terminate an Indiana Operating Agreement on your terms?
Operating agreements can get terminated just the same way corporations get dissolved by agreement imposed collectively among LLC members, unless there is probable cause arising against them filing Inclusive communication ethical standards released by the Indiana Department of Labor, or lawsuit outside of court against one of its members.
Can we amend an existing Operating Agreement for an LLC in Indiana?
Yes, assuming that permitted by provisions included within the Operating agreement itself and in reference to reestablish ethical business ideology, particularly involving contingents between officials of the Indiana Department of Labor and the owners of LLC.
Can an LLC in Indiana adopt an Operating Agreement after it’s formed?
Yes, an LLC can adopt an Operating Agreement any time after formation, assuming all the existing owners sign on.
How does a registered agent fit into my LLC Operating Agreement in Indiana?
You should definitely recommend them in your operating agreement. Operating Agreements help identify key contacts where needed address of registered agents via enterprises, attorney disclosures and administrator’s office in Indiana.
Can the Operating Agreement allow one member in an Indiana LLC to reside in a different state?
Yes, the location is not usually amongst reasonable business needs which concern exclusive agreement of LLC members when creating an adequate operating agreement in Indiana.
Can an Operating Agreement be created if my LLC only will issue LLC interests to only one person in Indiana?
Creating a one-person LLC sometimes differs by specific company types in Indiana, best handled by legal professionals; thus, creating an operating agreement governed by Indiana rules would be effective.
If my LLC doesn’t have an Operating Agreement in Indiana, how are disputes settled?
Indiana state law instructs limited liability businesses by default ‘Do Notice given to one under a revocable trust conferred with powers bringing harmful considerations including improper enumeration during probate action modifies LLC operating procedures’.
What key clauses should be included in the LLC Operating Agreement in Indiana?
At a minimum, LLC Operating Agreement Indiana needs to include adoption of a process that conflicts arise get resolved amicably or provision prohibitive of op-outs when expansion is on hold. All required documentation materials must be completed and justified using SOP for reliable reference before a unique document generated for operating agreement.
What role do minority members play in an Operating Agreement of an Indiana LLC?
Minority members share some important levels joining often experienced with major purpose agreement; members can promote a course value and ideology specific to limited class’ frequently provided by limited tools disentangling minority proprietary ones, offering mutual interests aligning under ambitious goal.
Can I Create Multiple Operating Agreements for My LLCs in Indiana?
One main agreement prearranged which should account for operating circumstances catered up for simple amendments later if any arise.
Can the Statutes that govern LLCs still be used in Indiana if an Operating Agreement is in place?
Indiana laws that govern LLC can still apply if members agree to model their Agreement in this manner, weighing compliance with legal formalities to enable smooth transition during authorized transactions independently using qualified tax counsel.
Is an Operating Agreement required if only one member intends to initially run the LLC and is located in Indiana?
Even if one individual member is a managing member of an LLC in Indiana, he/she can incur in litigation cause that injure liability by operating premises secretly owned by their state government in a concealed geography, thus duly protecting himself/herself with enough safeguards assumptions included in agreement treatments being delivered invalid because it neglects outlining significant provisions otherwise incomprehensible predetermined circumstances.
Can the Operating Agreement designate certain things to individual members and allocate specific interest percentages for ongoing Indiana LLC management?
An Operating Agreement can potentially designate certain financial variables for members in context to stakeholders framework. Unequal ownership percentage amounts can be based on determining criteria involving board items approving financial documents, contracts provided by regulator requires complete control in which majority owners lead rights and obligations in determining involvement of other operational agreement contributors.
What is an LLC operating agreement in Indiana?
An LLC operating agreement in Indiana is a legal document that outlines the ownership, management, and financial structure of a limited liability company operating in Indiana.
Is an operating agreement required for an LLC in Indiana?
Although not legally required, it is strongly recommended to have one as it provides clarity on important aspects of the business including management, governance, and financial arrangements.
Who creates the LLC operating agreement in Indiana?
The LLC members create the operating agreement, typically with the assistance of an attorney.
What should be included in an LLC operating agreement in Indiana?
It should include information on how the LLC is managed, how profits and losses are divided among the members, how meetings are conducted, how disputes are resolved among the members, and other significant issues related to the LLC’s operation.
How is an LLC taxed in Indiana?
LLCs in Indiana can choose to be taxed as either a sole proprietorship, partnership, S Corporation, or C Corporation.
What happens if an LLC doesn’t have an operating agreement in Indiana?
In the absence of an operating agreement, the state’s default operating rules would govern the LLC’s operations. LLC owners can avoid this by creating their own individual operating agreement.
Is an operating agreement legally binding in Indiana?
Yes, the operating agreement is a legally binding agreement between the members that is enforced by the court in Indiana.
Can an LLC operating agreement be amended in Indiana?
Yes, LLC operating agreements can be amended by the consent of all the members of the LLC.
Can an LLC operating agreement override state laws in Indiana?
Yes, an LLC operating agreement can override the default laws of the state as long as it is not in violation of state law.
Is an LLC operating agreement a public record in Indiana?
No, the operating agreement is a private document that is not required to be filed or made publicly available in Indiana.
Is an LLC required to register an operating agreement with the state of Indiana?
No, filing the operating agreement is not required in Indiana, and it need not be registered with the secretary of state’s office.
Can an LLC operate without an operating agreement in Indiana?
Yes an LLC can function without an operating agreement, However, creating one can save the company’s members from legal issues later.
Is it too late to create an LLC operating agreement after starting a business in Indiana?
No, it is never too late to craft an operating agreement. The founding members can create it at any time.
Can an LLC have multiple operating agreements in Indiana?
No, an LLC may only have one operating agreement in Indiana. There can be multiple amendments made to the initial operating agreement to add, modify or remove the terms initially contained.
What is the role of a registered agent in an LLC operating agreement in Indiana?
A registered agent is responsible for accepting legal documents and other official communications on behalf of the LLC.
What happens when a member violates an LLC operating agreement in Indiana?
If violations occur, the LLC operating agreement should prescribe the solution, which may include remedies such as mediation, arbitration, or lawsuits.
Can a non-member involved in an LLC in Indiana request a copy of the LLC operating agreement?
Any third party may request a copy of the company’s articles of organization as filed with the Indiana Secretary of State, while essentially all other third parties may not have the right to access this document without the organization’s owner(s)’ consent.
Is an LLC operating agreement for a single-member LLC different in Indiana?
No, it is generally not significantly different in states that have specifically legislation for a single-member LLCs including Indiana.
What is the difference between a transfer and an assignment of property or ownership in an LLC operating agreement in Indiana?
A transfer conveys the entire interest in a property or LLC, while an assignment conveys rights to a portion of ownership or control in a property or lLC.
Can an LLC operating agreement restrict a member from selling their interest in the company in Indiana?
Yes, it is common that such types of restrictions are a part of the agreement.
What is a perennial question for the initial members of an LLC operating agreement in Indiana?
“When entering into an agreement, should a buyout commitment be considered to ensure the other initial member does not sell their interest to another person without the initial member’s agreement?”
How are disputes resolved in an LLC operating agreement in Indiana?
It depends on the agreement design. Common options are mediation or arbitration instead of litigation.
Who is responsible for drafting an LLC operating agreement in Indiana?
Typically an attorney, however, members of the LLC can prepare it themselves as long as it aligns with the state’s legal requirements.
When does the LLC operating agreement become effective in Indiana?
After all members agree/sign by including this agreement as a part of a broader plan.
Can non-Indiana residents be members of an LLC in Indiana?
Yes, residency is not a requirement to be a member of an Indiana LLC.
What tax benefits does an LLC operating agreement provide for its members in Indiana?
LLC members can leverage pass-through tax treatment, where taxes get applied under individual and not entity tax return transfers.
In Indiana, can an LLC be formed for initial payment under $100?
Yes, Indiana allows LLCs to get started for less than $100. They are only expected to pay a minimum filing fee ($50 in Indiana).
Can I use an online service to create an LLC operating agreement in Indiana?
Indeed, it provides a seamless way to prepare original or modify pre-written templates. However, it is still advisable to consult a lawyer for review.
Can all members of an LLC be managers simultaneously in Indiana?
All members of an Indiana LLC can manage business if stated in the LLC’s operating agreement so.

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Having a well-drafted LLC Operating Agreement in place is crucial for the success and protection of your Indiana LLC. It provides a clear framework for the ownership, management, and operation of your business, helping to prevent disputes and ensure compliance with state law. It is highly recommended to consult with legal and tax professionals when drafting and executing your operating agreement to ensure it meets your specific needs and complies with all applicable laws and regulations.

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