Operating Agreement Template Indiana

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME]

Document ID: OA-[YYYY]-[SEQ-001] Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: State of Indiana

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a legal instrument drafted in accordance with the Indiana Business Flexibility Act (Ind. Code § 23-18). This template is for institutional reference and architectural purposes. Because corporate structures, tax elections (Subchapter S vs. C), and specific operational requirements vary significantly, counsel must review this document to ensure compliance with federal tax law and specific internal governance requirements before execution. Execution of this document creates binding legal obligations under Indiana law.

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ARTICLE I: PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members listed in Exhibit A (the "Members").

WHEREAS, the Members have formed a Limited Liability Company under the laws of the State of Indiana known as [Company Full Legal Name] (the "Company");

WHEREAS, the Members desire to adopt this Agreement to govern the affairs, management, and operations of the Company pursuant to the Indiana Business Flexibility Act;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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ARTICLE II: ORGANIZATION AND PURPOSE

2.1 Formation. The Company was formed by the filing of Articles of Organization with the Indiana Secretary of State. 2.2 Purpose. The purpose of the Company is to engage in any lawful business, trade, or activity for which a limited liability company may be organized under Indiana law. 2.3 Registered Office and Agent. The registered office of the Company shall be [Address] and the registered agent shall be [Name].

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ARTICLE III: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

3.1 Initial Contributions. Each Member has contributed the amount set forth in Exhibit A in exchange for their respective Membership Interest. 3.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously approved by the Members in writing. 3.3 Ownership Interests. The percentage of ownership and distribution rights shall be as set forth in Exhibit A.

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ARTICLE IV: MANAGEMENT AND VOTING

4.1 Management. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager(s) shall have full authority to bind the Company. 4.2 Voting. Except as otherwise provided herein, all actions requiring Member approval shall be decided by a majority vote of the Membership Interests. 4.3 Meetings. Meetings may be held at such times and places as the Members determine. Written notice of meetings is required unless waived by all Members.

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ARTICLE V: DISTRIBUTIONS AND TAXES

5.1 Distributions. Net cash flow shall be distributed to the Members at such times and in such amounts as determined by the [Manager/Members]. 5.2 Tax Treatment. The Company shall be taxed as a [Partnership/S-Corp/C-Corp] for federal income tax purposes. The Tax Matters Member shall be [Name].

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ARTICLE VI: TRANSFER OF INTERESTS

6.1 Restrictions. No Member may sell, assign, or encumber their interest without the prior written consent of all other Members. 6.2 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.

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ARTICLE VII: DISSOLUTION

7.1 Events of Dissolution. The Company shall dissolve upon the unanimous written agreement of the Members or upon the entry of a decree of judicial dissolution. 7.2 Liquidation. Upon dissolution, the Company’s assets shall be used to pay creditors, with the remainder distributed to Members in accordance with their positive capital account balances.

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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, without regard to conflict of law principles. 8.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.

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EXECUTION & FORMAL SIGNATURE BLOCKS

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Open this document in a word processor. Replace all bracketed items (e.g., [Company Full Legal Name]) with actual entity data.
2. Exhibit A: Append a spreadsheet or table titled "Exhibit A" listing each member, their capital contribution ($ USD), and their percentage interest.
3. Verification: Confirm that the name used in the header matches the exact legal name filed with the Indiana Secretary of State (SOS).
4. Execution:
   • Print two original copies.
   • Sign in blue or black ink.
   • Alternatively, utilize a digital signature platform (e.g., DocuSign or Adobe Sign) compliant with the ESIGN Act. Ensure "Audit Trail" reports are enabled.
5. Filing: Unlike the Articles of Organization, the Operating Agreement is generally an internal document and does not need to be filed with the Indiana Secretary of State. Keep the original in the Company's minute book.
6. Record Retention: Retain a scanned PDF of the fully executed agreement in a secure, encrypted cloud repository. Provide a copy to each Member and the Company’s CPA/Tax Preparer.