Indiana LLC Operating Agreement
Generate a llc operating agreement tailored to Indiana law. Our AI incorporates IN-specific statutory requirements, disclosure obligations, and legal standards into every document.
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Indiana Legal Requirements
Key IN statutes and obligations that apply to your llc operating agreement.
Requirements
- Indiana Business Flexibility Act (IC §23-18-1 et seq.) governs LLCs
- Articles of Organization filed with Indiana Secretary of State; $95 online filing fee
- Biennial business entity report required ($32 fee every 2 years)
- Registered agent with Indiana street address required
- Operating agreement recommended; not required to be filed
Restrictions & Limits
- Operating agreement may not eliminate members' right to access records (IC §23-18-4-3)
- Members owe duty of loyalty and care unless modified by operating agreement
- Indiana LLCs must maintain registered agent at all times or risk administrative dissolution
- Foreign LLCs conducting business in Indiana must obtain a certificate of authority
Official Statute References
Primary Indiana statutes governing this document type.
Indiana LLC Operating Agreement FAQ
Common questions about llc operating agreements under Indiana law.
How much does it cost to form an LLC in Indiana?
The Articles of Organization filing fee is $95 online ($100 by mail). Indiana requires a biennial business entity report every two years ($32 fee). Indiana does not impose an annual franchise tax on LLCs, making ongoing maintenance costs relatively low. Registered agent services add $50–$150/year if using a commercial provider.
What does Indiana's biennial report require?
Indiana LLCs must file a business entity report every two years with the Secretary of State. The report is due in the anniversary month of formation. Filing fee is $32 online. The report updates the LLC's registered agent, principal office address, and member/manager information. Failure to file results in administrative dissolution.
Does Indiana recognize single-member LLCs?
Yes. Single-member LLCs are fully recognized under Indiana law. For federal tax purposes, a single-member LLC is a disregarded entity (taxed as a sole proprietor) by default. Indiana taxes LLCs at the individual member level (pass-through). Maintain a separate business bank account and operating agreement to preserve the liability shield.
Can an Indiana operating agreement waive fiduciary duties?
Partially. Indiana Code §23-18-4-5 allows the operating agreement to limit or eliminate the duty of care and duty of loyalty, but it cannot eliminate the covenant of good faith and fair dealing. Courts have struck down provisions that eliminate all fiduciary duties wholesale. Use clear, specific language identifying which duties are modified and how.
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LLC Operating Agreement by State
Laws vary significantly by state. Find the right form for your location.
Disclaimer: LegalLawDocs.com provides self-help legal documents for informational purposes only. The documents and information on this site do not constitute legal advice and are not a substitute for consultation with a licensed attorney. Laws vary by state and change frequently — review your document with a qualified professional before relying on it.