Understanding Indiana LLC Laws
The rules for starting and running an Indiana limited liability company (LLC) are laid out by Indiana's LLC laws.
In this guide, we offer simple explanations to Indiana LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Biennial Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Indiana LLC laws set out the requirements for forming an LLC. The State of Indiana has created the INBiz online portal and PDF Articles of Organization form to simplify the process.
Indiana LLC Formation Statute
The following LLC formation statutes are from the Indiana Business Flexibility Act:
IC 23-18-2-4 Formation; articles of organization; contents
Sec. 4. (a) At least one (1) person may form a limited liability company by causing articles of organization to be executed and filed for record with the office of the secretary of state. A person does not need to be a member of the limited liability company at the time of formation or after formation has occurred.
(b) Articles of organization shall contain the following:
(1) The name of the limited liability company.
(2) The street address of the limited liability company's registered office in Indiana and the name of the limited liability company's registered agent at that office.
(3) The latest date upon which the limited liability company is to dissolve, or a statement that the duration of the limited liability company is perpetual until dissolution in accordance with this article.
(4) If the articles of organization provide for a manager or managers, a statement to that effect.
(5) Any other matters not inconsistent with this article that the members agree to include, including any matters that are required to be or may be included in an operating agreement under this article.
As added by P.L.8-1993, SEC.301.
Start forming your LLC by reading our formation services review.
What This Means: Key Takeaways*
The Indiana LLC statute provides the requirements for setting up (or forming) an LLC. The State of Indiana offers online and mail-in LLC filing to meet these requirements.
Required Information for Indiana LLC Formation:
- LLC’s name (Must meet Indiana LLC naming requirements)
- Registered agent’s name and Indiana street address
- The duration of the LLC (i.e., whether it will end at a certain date or if it’s perpetual)
Optional Information for Indiana LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Indiana LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Indiana LLC laws define the duties and appointment of the LLC registered agent.
Indiana LLC Registered Agent Statute
The following registered agent statutes are from the Indiana Business Organizations Code:
IC 23-0.5-4-3 Designation of registered agent; required filings
Sec. 3. (a) A registered agent must be an individual, a general partnership, a domestic filing entity, or a registered foreign entity.
(b) A registered agent filing must provide either:
(1) if the entity has a commercial registered agent, the name of the entity's commercial registered agent; or
(2) if the entity does not have a commercial registered agent:
(A) the name of the individual, general partnership, domestic filing entity, or registered foreign entity; and
(B) the address of the entity's registered agent.
(c) If the entity does not have a commercial registered agent, a registered agent filing may provide the electronic mail address of the registered agent at which the registered agent will accept electronic service of process only in the manner prescribed by the Indiana supreme court in the Indiana trial rules.
(d) A registered agent filing must state:
(1) the registered agent's consent; or
(2) a representation that the registered agent has consented.
(e) Each entity registered under the laws of Indiana shall provide to the entity's registered agent, and update from time to time as necessary, the name, business address, and business telephone number of an individual who is:
(1) an officer, a director, an employee, or a designated agent of the entity; and
(2) authorized to receive communications from the registered agent.
The individual is considered to be the communications contact for the entity.
(f) A registered agent shall retain, in paper or electronic form, the information provided by an entity under subsection (e).
(g) If an entity fails to provide the registered agent with the information required under subsection (e), the registered agent may resign, as provided in section 9 of this chapter, as the registered agent for the entity.
(h) The secretary of state may provide to the Indiana supreme court the electronic mail address of a registered agent.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.10; P.L.177-2019, SEC.6.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
An Indiana registered agent must:
- Maintain a registered office in Indiana (i.e., no P.O. Boxes)
- Be an individual, an Indiana corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
- Provide an email address to the state
- Consent to appointment
Registered agent information is kept on file by the State of Indiana. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Indiana LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Indiana Business Flexibility Act:
IC 23-18-4-4 Written operating agreement
Sec. 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.
As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.
IC 23-18-4-5 Operating agreements; objectives
Sec. 5. Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following:
(1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to managers who are not members.
(2) The manner in which the members will share in distributions of the assets and the profits or losses of the limited liability company.
(3) The rights of members to assign all or a portion of their interests in the limited liability company.
(4) Classes or groups of at least one (1) member having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of members.
(5) Classes or groups of at least one (1) manager having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of managers.
(6) The circumstances in which an assignee of a member's interest may be admitted as a member of the limited liability company.
(7) The procedure for the following:
(A) The right to have a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company.
(B) Assignment, pledge, or transfer of an interest represented by the certificate.
(C) Any other provisions dealing with the certificate.
(8) The method by which the operating agreement may be amended.
As added by P.L.8-1993, SEC.301.
IC 23-18-4-6 Initial operating agreement; amendments; power of attorney
Sec. 6. (a) The initial operating agreement must be agreed to by all persons who are members at the time the initial agreement is accepted.
(b) An amendment to an oral operating agreement must be approved by the unanimous consent of all members.
(c) An amendment to a written operating agreement must be in writing and must, unless otherwise provided in the operating agreement before the amendment, be approved by the unanimous consent of all members.
(d) A copy of any written amendment to an operating agreement must be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.
(e) A person may sign articles of organization, an operating agreement, or an amendment to articles of organization or an operating agreement as an attorney in fact. A power of attorney relating to the signing of a document under this subsection by an attorney in fact may but is not required to be:
(1) sworn to, verified, or acknowledged;
(2) signed in the presence of a notary public;
(3) filed with the secretary of state; or
(4) included in another written agreement.
However, the power of attorney must be retained in the records of the limited liability company.
As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.27.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Biennial Report Requirements
Indiana LLC laws set out the requirements for biennial LLC reporting with what the state calls a Business Entity Report. The State of Indiana has created the INBiz Business Entity Report online portal to simplify the process.
Indiana LLC Biennial Report Statute
The following biennial report statutes are from the Indiana Business Organizations Code:
IC 23-0.5-2-13 Biennial report; contents; delivery; statement of change
Sec. 13. (a) A domestic filing entity or registered foreign entity shall deliver to the secretary of state for filing a biennial report that states:
(1) the name of the entity and, if a registered foreign entity, its jurisdiction of formation;
(2) the information required by IC 23-0.5-4-3(b);
(3) the street address of the entity's principal office;
(4) for a corporation, the names and business addresses of its directors, secretary, and the highest executive office of the corporation; and
(5) for a nonprofit corporation, the names and business or resident addresses of its directors, secretary, and highest executive office.
(b) Information in a biennial report must be current as of the date the report is signed by the entity.
(c) The biennial report must be delivered to the secretary of state for filing every two (2) calendar years on a schedule determined by the secretary of state. The secretary of state may accept biennial reports during the ninety (90) days before the month in which the biennial report is due.
(d) If a biennial report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within thirty (30) days after the effective date of notice, the report is considered to be timely filed.
(e) If a biennial report contains information required by IC 23-0.5-4-3(b) which differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under IC 23-0.5-4-7.
(f) A biennial report filed under this section may not specify a future effective date.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.5.
What This Means: Key Takeaways*
You can file your Indiana Business Entity Report online or by mail.
Your Indiana LLC Business Entity Report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The street address of principal office and mailing address
- Registered agent information
Business Entity Report Due Dates:
- Due every other year by the end of the month in which the LLC was formed.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.