Llc Operating Agreement Template Indiana

OPERATING AGREEMENT OF [COMPANY FULL LEGAL NAME], LLC

Document ID: LLC-IN-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Indiana

LEGAL DISCLAIMER

This document is a template intended for informational purposes and constitutes legal drafting for a limited liability company organized under the Indiana Business Flexibility Act (Ind. Code § 23-18). It does not constitute formal legal advice. The user is strongly advised to consult with qualified legal counsel licensed in the State of Indiana to ensure compliance with specific tax elections (IRS Form 8832 or 2553), unique capitalization structures, and specific business objectives.

ARTICLE I: ORGANIZATION

1.1 Formation. The Members have formed a Limited Liability Company pursuant to the Indiana Business Flexibility Act.
1.2 Name. The name of the Company is [Company Full Legal Name], LLC.
1.3 Registered Office and Agent. The registered office shall be located at [Principal Address]. The registered agent is [Registered Agent Name].
1.4 Term. The Company shall have perpetual existence unless dissolved in accordance with this Agreement or the Indiana Code.
1.5 Purpose. The purpose of the Company is to engage in any lawful business for which a limited liability company may be organized under Indiana law.

ARTICLE II: MEMBERSHIP AND CAPITAL CONTRIBUTIONS

2.1 Initial Capital Contributions. The Members have contributed the following initial capital:

• [Member Name A]: [Amount in USD]
• [Member Name B]: [Amount in USD]
  2.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing.
  2.3 Membership Interests. Ownership percentages are allocated as follows: [Member A]: [XX]%, [Member B]: [XX]%.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, [Manager Name] is hereby appointed as the initial Manager.
3.2 Voting. Except as otherwise provided herein, all decisions shall be made by a majority vote of the Membership Interests.
3.3 Authority. Only authorized Members or Managers may bind the Company to third-party contracts.

ARTICLE IV: DISTRIBUTIONS AND TAXES

4.1 Distributions. Net profits and losses shall be distributed to Members in proportion to their Membership Interests at such times as determined by the Management.
4.2 Tax Classification. The Company shall be taxed as a [Partnership/Disregarded Entity/Corporation] for federal and state tax purposes.

ARTICLE V: TRANSFERS AND WITHDRAWAL

5.1 Transfer Restrictions. No Member may sell, assign, or encumber their interest without the prior written consent of a majority of the remaining Members.
5.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have a right of first refusal to purchase said interest at the same terms.

ARTICLE VI: DISSOLUTION

6.1 Events of Dissolution. The Company shall dissolve upon the unanimous consent of the Members or upon the entry of a decree of judicial dissolution.
6.2 Liquidation. Upon dissolution, the Company’s assets shall be used to pay creditors, and any remaining balance shall be distributed to Members per their capital account balances.

ARTICLE VII: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability. No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager.
7.2 Indemnification. The Company shall indemnify its Members and Managers to the fullest extent permitted by Indiana law for actions taken in good faith on behalf of the Company.

ARTICLE VIII: MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
8.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings.
8.3 Amendments. This Agreement may only be amended by a written instrument signed by all Members.
8.4 Severability. If any provision is held to be invalid, the remainder of the Agreement shall remain in full force and effect.

EXECUTION AND FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME], LLC: Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [MEMBER / CLIENT NAME]: Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Document Preparation: Use Microsoft Word to replace all bracketed items (e.g., [Company Full Legal Name]) with actual entity data. Ensure all percentages in Article II total 100%.
2. Review for Tax Election: Determine if you intend to be taxed as an S-Corp or C-Corp. If so, file IRS Form 2553 or 8832 within the statutory window following the filing of your Articles of Organization.
3. Verification: Ensure the person signing has the authority to bind the entity (e.g., CEO, President, or authorized Manager). Check Indiana Secretary of State records to ensure the entity name is available and has been filed.
4. Execution:
   • Digital: Use DocuSign or Adobe Sign to execute. Ensure the "Audit Trail" feature is enabled for legal evidentiary support.
   • Physical: Execute two original copies. Each party should retain one "wet-ink" signed original in their permanent corporate records.
5. Filing: This Agreement is a private document. Do not file it with the Indiana Secretary of State. Keep it in your "Company Minute Book" at the principal place of business.