2015 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 18. LIMITED LIABILITY COMPANIES CHAPTER 2. ORGANIZATION AND POWERS
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IC 23-18-2
Chapter 2. Organization and Powers
IC 23-18-2-1
Organization; purpose; regulation
Sec. 1. (a) A limited liability company may:
(1) be organized under this article for any business, personal, or
nonprofit purpose; and
(2) conduct business in any state for any lawful purpose;
unless a more limited purpose is set forth in its articles of
organization.
(b) A limited liability company must comply with any statute that
regulates the limited liability company's business.
As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.6.
IC 23-18-2-2
Powers
Sec. 2. Unless the limited liability company's articles of
organization provide otherwise, every limited liability company has
the same powers as an individual to do all things necessary or
convenient to carry out its business and affairs, including the
following:
(1) Sue, be sued, complain, and defend in its name.
(2) Make and amend operating agreements, not inconsistent
with its articles of organization or with the laws of this state, for
managing the business and regulating the affairs of the limited
liability company.
(3) Purchase, receive, lease, or otherwise acquire and own, hold,
improve, use, and otherwise deal with real or personal property,
or any legal or equitable interest in property, wherever located.
(4) Sell, convey, mortgage, pledge, lease, exchange, and
otherwise dispose of all or any part of its property.
(5) Except as otherwise prohibited by this article:
(A) purchase, receive, subscribe for, or otherwise acquire;
(B) own, hold, vote, use, sell, mortgage, lend, pledge, or
otherwise dispose of; and
(C) deal in and with shares, interests, obligations, or other
securities of;
any corporation, partnership, association, limited liability
company, foreign limited liability company, or business trust.
(6) Make contracts and guarantees, incur liabilities, borrow
money, and issue notes, bonds, and other obligations, and secure
any of its obligations by mortgage or pledge of any of its
property, franchises, or income.
(7) Lend money, invest and reinvest its funds, and receive and
hold real and personal property as security for repayment.
(8) Be a promoter, a stockholder, a partner, a member, a
manager, an associate, or an agent of any corporation,
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partnership, limited liability company, foreign limited liability
company, joint venture, trust, or other enterprise.
(9) Conduct its business, locate offices, and exercise the powers
granted by this article within or outside Indiana.
(10) Elect or appoint managers, agents, and employees, define
their duties, fix their compensation, and lend them money and
credit.
(11) Pay pensions and establish and administer pension plans,
pension trusts, profit-sharing plans, welfare plans, qualified and
nonqualified retirement plans, and benefit or incentive plans for
any or all of its current or former managers, employees, and
agents.
(12) Make donations for public welfare, charitable, scientific, or
educational purposes.
(13) Transact any lawful business that will aid governmental
policy.
(14) Indemnify and hold harmless any member, manager, agent,
or employee from and against any and all claims and demands,
except in the case of action or failure to act by the member,
agent, or employee which constitutes willful misconduct or
recklessness and subject to any standards and restrictions set
forth in a written operating agreement.
(15) To the extent authorized by the licensing authority (as
defined in IC 23-1.5-1-9) provide professional services (as
defined in IC 23-1.5-1-11).
(16) Make payments or donations or do any other act that
furthers the business and affairs of the limited liability company.
(17) Adopt, either in the limited liability company's articles of
organization or written operating agreement, a provision
establishing exclusive jurisdiction in the circuit or superior
courts of any county in Indiana or in the United States district
courts of Indiana, for:
(A) any action asserting a claim for breach of a fiduciary
duty owed by any director, officer, employee, or agent of the
limited liability company to the limited liability company;
(B) any action asserting a claim arising under:
(i) any provision of this article; or
(ii) the limited liability company's articles of organization
or operating agreement; or
(C) any actions otherwise relating to the internal affairs of
the limited liability company.
As added by P.L.8-1993, SEC.301. Amended by P.L.63-2014,
SEC.28.
IC 23-18-2-3
Professional licensing or regulatory authorities; powers
Sec. 3. Except for the prohibitions in this article concerning the
personal liability of members, managers, employees, and agents of a
limited liability company organized under this article, nothing in this
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article is intended to restrict or limit in any manner the authority and
duty of any licensing authority (as defined in IC 23-1.5-1-9) or to
regulate the provision of professional services (as defined in
IC 23-1.5-1-11) within Indiana, notwithstanding that the member,
manager, or employee of a limited liability company is providing
professional services or engaging in the practice of a profession
through the limited liability company.
As added by P.L.8-1993, SEC.301.
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.
IC 23-18-2-5
Amendment of articles of organization
Sec. 5. (a) Articles of organization of a limited liability company
may be amended by filing articles of amendment of the articles of
organization in the office of the secretary of state. The articles of
amendment must contain the following:
(1) The name of the limited liability company.
(2) The date the articles of organization were filed.
(3) The amendment to the articles of organization.
(b) Articles of organization of a limited liability company may be
amended at any time that the members determine provided that the
articles of organization as amended contain only provisions that may
be lawfully contained in articles of organization at the time the
amendment is made.
As added by P.L.8-1993, SEC.301.
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IC 23-18-2-6
Restated articles of organization
Sec. 6. (a) Articles of organization may be restated at any time.
Restated articles of organization must:
(1) be filed with the secretary of state;
(2) be specifically designated as "restated articles of
organization"; and
(3) state in the heading or in a separate paragraph the limited
liability company's present name, and if the name has been
changed, all of its former names and the date of filing of its
original articles of organization.
(b) A restated articles of organization may include one (1) or more
amendments to the articles of organization. If the restated articles of
organization include an amendment, the amendment must be adopted
as provided in section 5 of this chapter.
As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994,
SEC.2.
IC 23-18-2-7
Filing articles with secretary of state; notice
Sec. 7. The fact that articles of organization of a limited liability
company are on file in the office of the secretary of state is notice that
the limited liability company has been organized and is notice of all
other facts that are required to be set forth in the articles of
organization under section 4 of this chapter and that are set forth in
the articles of organization.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-8
Name
Sec. 8. (a) The name of each limited liability company as set forth
in its articles of organization:
(1) must contain the words "limited liability company" or either
of the following abbreviations:
(A) "L.L.C."; or
(B) "LLC";
(2) may contain the name of a member or manager; and
(3) except as provided in subsection (b), must be such as to
distinguish the name upon the records of the office of the
secretary of state from the name of any limited liability
company or other business entity reserved or organized under
the laws of Indiana or qualified to transact business as a foreign
limited liability company in Indiana.
(b) A limited liability company may apply to the secretary of state
to use a name that is not distinguishable upon the secretary of state's
records from one (1) or more of the names described in subsection
(a). The secretary of state shall authorize the use of the name applied
for if:
(1) the other domestic or foreign limited liability company or
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other business entity files its written consent to the use of its
name; or
(2) the applicant delivers to the secretary of state a certified
copy of a final court judgment from a circuit or superior court
in the state of Indiana establishing the applicant's right to use the
name applied for in Indiana.
As added by P.L.8-1993, SEC.301. Amended by P.L.178-2002,
SEC.105; P.L.119-2015, SEC.70.
IC 23-18-2-9
Reservation of name
Sec. 9. (a) A person may reserve the exclusive right to the use of
a name by delivering an application to the secretary of state. The
application must set forth the name and address of the applicant and
the name to be reserved. If the secretary of state finds that the name
is available, the secretary of state shall reserve the name for the
exclusive use of the applicant for renewable one hundred twenty
(120) day periods.
(b) The owner of a reserved name may transfer the reservation to
another person by delivering to the office of the secretary of state a
signed notice of the transfer that states the name and address of the
transferee.
As added by P.L.8-1993, SEC.301. Amended by P.L.277-2001,
SEC.22; P.L.119-2015, SEC.71.
IC 23-18-2-9.5
Repealed
(As added by P.L.277-2001, SEC.23. Repealed by P.L.119-2015,
SEC.72.)
IC 23-18-2-10
Maintenance of registered office and registered agent; agent's
consent; communications contact information; resignation
Sec. 10. (a) A limited liability company must continuously
maintain in Indiana the following:
(1) A registered office.
(2) A registered agent, who must be one (1) of the following:
(A) An individual who resides in Indiana and whose business
office is identical with the registered office.
(B) A domestic limited liability company, domestic
corporation, or nonprofit domestic corporation whose
business office is identical with the registered office.
(C) A foreign limited liability company, foreign corporation,
or nonprofit foreign corporation authorized to transact
business in Indiana whose business office is identical with
the registered office.
(b) Each limited liability company organized after June 30, 2014,
under the laws of Indiana shall file with the secretary of state:
(1) the registered agent's written consent; or
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(2) a representation that the registered agent has consented.
(c) Each limited liability company formed under the laws of
Indiana shall provide to the limited liability company's registered
agent, and update from time to time as necessary, the name, business
address, and business telephone number of a natural person who is:
(1) an officer, a director, an employee, or a designated agent of
the limited liability company; and
(2) authorized to receive communications from the registered
agent.
The natural person is considered to be the communications contact
for the limited liability company.
(d) A registered agent shall retain, in paper or electronic form, the
information provided by a limited liability company under subsection
(c).
(e) If a limited liability company fails to provide the registered
agent with the information required under subsection (c), the
registered agent may resign, as provided in section 12 of this chapter,
as the registered agent for the limited liability company.
As added by P.L.8-1993, SEC.301. Amended by P.L.63-2014,
SEC.29.
IC 23-18-2-11
Change of registered office or agent
Sec. 11. (a) A limited liability company may change its registered
office or registered agent by delivering to the secretary of state for
filing a statement of change that sets forth the following:
(1) The name of the limited liability company.
(2) The street address of its current registered office.
(3) If the current registered office is to be changed, the street
address of the new registered office.
(4) The name of its current registered agent.
(5) If the current registered agent is to be changed, the name of
the new registered agent and the new registered agent's written
consent or a representation that the new registered agent has
consented either on the statement or attached to the statement to
the appointment.
(6) That after the change or changes are made, the street
addresses of its registered office and the business office of its
registered agent will be identical.
(b) If a registered agent changes the street address of the registered
agent's business office, the registered agent may change the street
address of the registered office of any limited liability company that
the registered agent serves by notifying the limited liability company
in writing of the change and signing either manually or in facsimile
and delivering to the secretary of state for filing a statement that
complies with the requirements of subsection (a) and states that the
limited liability company has been notified of the change.
As added by P.L.8-1993, SEC.301.
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IC 23-18-2-12
Resignation of agency; discontinuance of office
Sec. 12. (a) A registered agent may resign the agency appointment
by signing and delivering to the secretary of state for filing as
described in IC 23-18-12 a statement of resignation. The statement
may include a statement that the registered office is also
discontinued.
(b) After filing the statement, the secretary of state shall mail one
(1) copy to the limited liability company at the limited liability
company's principal office and one (1) copy to the registered office,
if not discontinued.
(c) The agency appointment is terminated and the registered office
discontinued, if discontinued under the statement, thirty-one (31)
days after the statement was filed.
As added by P.L.8-1993, SEC.301. Amended by P.L.228-1995,
SEC.26.
IC 23-18-2-13
Service of process; perfection; nonexclusive means
Sec. 13. (a) A limited liability company's registered agent is the
limited liability company's agent for service of process, notice, or
demand required or permitted by law to be served on the limited
liability company.
(b) If a limited liability company does not have a registered agent
or the agent cannot with reasonable diligence be served, the limited
liability company may be served by registered or certified mail,
return receipt requested, addressed to the limited liability company
at the limited liability company's principal office. Service is perfected
under this subsection at the earliest of the following:
(1) The date the limited liability company receives the mail.
(2) The date shown on the return receipt, if signed on behalf of
the limited liability company.
(3) Five (5) days after the deposit of the service in the United
States mail, if mailed postpaid and correctly addressed.
(c) This section does not prescribe the only means, or necessarily
the required means, of serving a limited liability company.
As added by P.L.8-1993, SEC.301.
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