What Is an Indiana LLC Operating Agreement?
An Indiana LLC operating agreement is a document that helps you set rules for your business. It defines how your company is owned and managed, setting clear expectations for all members and how changes are handled.
In simple terms, an operating agreement serves as a rulebook for your LLC, defining how your business will operate day to day. Indiana law allows LLC members to create their own operating agreements. Based on how many members your LLC has, you can create:
Under IN Code § 23-18-4-4, members can adopt a written operating agreement to govern the company’s internal affairs. Corporations use corporate bylaws to outline similar rules for management and operations.
Is an LLC Operating Agreement Required in Indiana?
No, Indiana does not require LLCs to have an operating agreement. However, having one is strongly recommended. Without one, your LLC must follow Indiana’s default state laws, which may not always reflect how you want to run your business.
Choosing a corporation instead of an LLC requires you to file articles of incorporation with the state.
Indiana LLC Operating Agreement Legal Considerations
When creating an Indiana LLC operating agreement, it is important to understand the state laws that may affect how your agreement works.
- Scope of Agreement: Indiana provides LLCs with broad flexibility to set their own internal rules (IN Code § 23-18-4-5).
- Approval and Amendments: The initial operating agreement must be approved by all members upon adoption. Under IN Code § 23-18-4-6, any changes must be approved by unanimous consent of the members unless the operating agreement says otherwise. You can use a free LLC operating agreement amendment to make updates.
- Recordkeeping: Under IN Code § 23-18-4-8, LLCs are required to keep a copy of the written operating agreement and any amendments with their business records.
Indiana does not charge a fee for an LLC operating agreement because it is not filed with the state. Instead, you keep it with your business records. However, you may need to pay fees for other LLC filings, such as forming your LLC or submitting your business entity report.
Sample Indiana LLC Operating Agreement
View a sample Indiana LLC operating agreement template below to see how to organize your business’s rules and key terms. Once you’re ready, use our guided questionnaire to complete and download your agreement as a PDF or Word file.
