2014 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 18. LIMITED LIABILITY COMPANIES CHAPTER 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
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IC 23-18-3
Chapter 3. Relations of Members and Managers to Persons
Dealing With a Limited Liability Company
IC 23-18-3-1
Members and managers as agents; companies existing on or before
June 30, 1999
Sec. 1. (a) Unless otherwise provided in a written operating
agreement, a limited liability company existing under this article on
or before June 30, 1999, is governed by this section.
(b) Except as provided in subsection (c), each member is an agent
of the limited liability company for the purpose of the limited liability
company's business or affairs, and the act of any member, including
the execution in the name of the limited liability company of an
instrument for apparently carrying on in the usual way the business
or affairs of the limited liability company, binds the limited liability
company, unless:
(1) the acting member does not have authority to act for the
limited liability company in the particular matter; and
(2) the person with whom the member is dealing has knowledge
of the fact that the member does not have the authority to act.
(c) If the articles of organization provide for a manager or
managers, and except to the extent provided in the articles of
organization:
(1) a member acting solely in the capacity as a member is not an
agent of the limited liability company; and
(2) each manager is an agent of the limited liability company for
the purpose of its business or affairs, and the act of any
manager, including the execution in the name of the limited
liability company of any instrument, for apparently carrying on
in the usual way the business or affairs of the limited liability
company binds the limited liability company, unless the
manager so acting does not have authority to act for the limited
liability company in the particular matter, and the person with
whom the manager is dealing has knowledge of the fact that the
manager does not have the authority to act.
(d) An act of a manager or a member that is not apparently for the
carrying on in the usual way the business of the limited liability
company does not bind the limited liability company unless
authorized in accordance with a written operating agreement or by
the unanimous consent of all members at any time.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999,
SEC.1.
IC 23-18-3-1.1
Members and managers as agents; companies formed after June
30, 1999
Sec. 1.1. (a) A limited liability company formed under this article
after June 30, 1999, is governed by this section.
(b) Except as provided in subsection (c) or the articles of
organization, each member is an agent of the limited liability
company for the purpose of the limited liability company's business
or affairs, and the act of any member, including the execution in the
name of the limited liability company of an instrument for apparently
carrying on in the usual way the business or affairs of the limited
liability company, binds the limited liability company, unless:
(1) the acting member does not have authority to act for the
limited liability company in the particular matter; and
(2) the person with whom the member is dealing has knowledge
of the fact that the member does not have the authority to act.
(c) If the articles of organization provide for a manager or
managers, and except to the extent provided in the articles of
organization:
(1) a member acting solely in the capacity as a member is not an
agent of the limited liability company; and
(2) each manager is an agent of the limited liability company for
the purpose of its business or affairs, and the act of any
manager, including the execution in the name of the limited
liability company of any instrument, for apparently carrying on
in the usual way the business or affairs of the limited liability
company binds the limited liability company, unless the
manager does not have authority to act for the limited liability
company in the particular matter, and the person with whom the
manager is dealing has knowledge of the fact that the manager
does not have the authority to act.
(d) An act of a manager or member that is not apparently for the
carrying on in the usual way the business of the limited liability
company does not bind the limited liability company unless
authorized in accordance with a written operating agreement or by
the unanimous consent of all members at any time.
As added by P.L.269-1999, SEC.2.
IC 23-18-3-2
Notice to member or manager imputed to company; exceptions
Sec. 2. (a) Except as provided in subsection (b), notice to a
member of a matter relating to the business or affairs of the limited
liability company and the knowledge of the member acting in the
particular matter acquired while a member or of which the person had
knowledge at the time of becoming a member, and the knowledge of
any other member who reasonably could and should have
communicated the knowledge to the acting member, is notice to the
limited liability company, except in the case of a fraud on the limited
liability company committed by or with the consent of that member.
(b) If the articles of organization provide for a manager or
managers:
(1) notice to a manager of a matter relating to the business or
affairs of the limited liability company, and the knowledge of
the manager acting in the particular matter, acquired while a
manager or of which the person had knowledge at the time of
becoming a manager, and the knowledge of any other manager
who reasonably could and should have communicated the
knowledge to the acting manager, is notice to the limited
liability company, except in the case of a fraud on the limited
liability company committed by or with the consent of that
manager; and
(2) notice to or knowledge of any member of a limited liability
company while the member is acting solely in the capacity of a
member is not notice to or knowledge of the limited liability
company.
As added by P.L.8-1993, SEC.301.
IC 23-18-3-2.5
Officers
Sec. 2.5. If the written operating agreement of a limited liability
company provides for officers as permitted by IC 23-18-4-4(a)(3), the
following apply:
(1) Each officer has those powers and duties:
(A) set forth, generally or specifically in the written
operating agreement; or
(B) otherwise delegated to an officer from time to time by
the:
(i) manager or managers of a manager-managed limited
liability company; or
(ii) member or members of a member-managed limited
liability company;
in a manner consistent with the written operating agreement.
(2) Each officer has the status of an agent of the limited liability
company for purposes of section 3 of this chapter.
(3) If an officer acts within the officer's apparent authority to
carry on the business of the limited liability company in the
usual way, the officer's actions bind the limited liability
company to the same extent as the actions of a manager would
bind a limited liability company under section 1.1(c)(2) and
1.1(d) of this chapter.
(4) Notice to an officer of a matter relating to the business or
affairs of the limited liability company, or the knowledge of the
officer acting in the particular matter, is notice to the limited
liability company to the same extent that notice to a manager or
knowledge of a manager would be treated as notice to a limited
liability company under section 2(b)(1) of this chapter.
As added by P.L.40-2013, SEC.7. Amended by P.L.63-2014, SEC.30.
IC 23-18-3-2.6
Intent; validity of operating agreements and acts before July 1,
2014
Sec. 2.6. Section 2.5 of this chapter and IC 23-18-4-4(a)(3) are not
intended to adversely affect the validity of:
(1) any provision of a written operating agreement in effect
before July 1, 2014, that:
(A) provides for an officer or officers; or
(B) sets forth the powers or duties of an officer or officers;
or
(2) any act by an officer before July 1, 2014.
As added by P.L.63-2014, SEC.31.
IC 23-18-3-3
Personal liability of members, managers, agents, or employees
Sec. 3. (a) A member, a manager, an agent, or an employee of a
limited liability company is not personally liable for the debts,
obligations, or liabilities of the limited liability company, whether
arising in contract, tort, or otherwise, or for the acts or omissions of
any other member, manager, agent, or employee of the limited
liability company. A member, a manager, an agent, or an employee
of a limited liability company may be personally liable for the
person's own acts or omissions.
(b) This article and Indiana law exclusively govern any conflict
between Indiana law and the laws of another state with regard to the
liability of a member, a manager, an agent, or an employee of a
limited liability company organized and existing under this article for
the debts, obligations, or liabilities of the limited liability company,
or for the acts or omissions of other members, managers, agents, or
employees of the limited liability company.
As added by P.L.8-1993, SEC.301.
IC 23-18-3-4
Professional services; liability
Sec. 4. (a) This article does not alter any law applicable to the
relationship between a person rendering professional services and a
person receiving professional services, including liability arising out
of the professional services.
(b) A person rendering professional services as a member, a
manager, an employee, or an agent of a limited liability company is
personally liable for the consequences of the person's acts or
omissions to the extent provided by Indiana law or the laws of
another state where the person is considered responsible.
As added by P.L.8-1993, SEC.301.
IC 23-18-3-5
Member as party to proceeding
Sec. 5. A member of a limited liability company may not be made
a party to a proceeding by or against a limited liability company
solely by reason of being a member of the limited liability company,
except:
(1) when the object of the proceeding is to enforce a member's
right against or liability to the limited liability company; or
(2) in an action brought under IC 23-18-8-1.
As added by P.L.8-1993, SEC.301.
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