2016 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 18.1. SERIES LIMITED LIABILITY COMPANIES CHAPTER 4. FORMATION
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IC 23-18.1-4
Chapter 4. Formation
Effective 1-1-2017.
IC 23-18.1-4-1
Operating agreement requirement
Effective 1-1-2017.
Sec. 1. A master limited liability company must have an operating
agreement.
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-2
Establishment of designated series of members, managers, or
limited liability company interests
Effective 1-1-2017.
Sec. 2. An operating agreement of a master limited liability
company may establish or provide for the establishment of one (1) or
more designated series of members, managers, or limited liability
company interests that:
(1) have separate rights, powers, or duties with respect to:
(A) specified property or obligations of the limited liability
company; or
(B) profits and losses associated with specified property or
obligations; and
(2) to the extent provided in the operating agreement, may have
a separate business purpose or investment objective.
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-3
Establishment of classes or groups of members or managers
Effective 1-1-2017.
Sec. 3. An operating agreement may also:
(1) provide for classes or groups of members or managers
associated with a series having relative rights, powers, and
duties as the operating agreement may provide;
(2) make provisions for the future creation of additional classes
or groups of members or managers associated with the series
having relative rights, powers, and duties as may from time to
time be established, including rights, powers, and duties senior
to existing classes and groups of members or managers
associated with the series; and
(3) provide for the taking of an action, without the vote or
approval of any member or manager or class or group of
members or managers, including:
(A) the amendment of the operating agreement; or
(B) an action to create, under the provisions of the operating
agreement, a class or group of the series of limited liability
company interests that was not previously outstanding.
Indiana Code 2016
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-4
Series with limited liability treated as separate entity; authority of
series
Effective 1-1-2017.
Sec. 4. (a) A series with limited liability must be treated as a
separate entity to the extent set forth in the articles of organization
of the master limited liability company.
(b) Each series with limited liability may, in its own name, do all
the following:
(1) Contract.
(2) Hold title to assets, including real, personal, and intangible
property.
(3) Grant liens and security interests.
(4) Sue and be sued.
(5) Otherwise conduct business and exercise the powers of a
limited liability company under this article.
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-5
Agreement by member or manager to be obligated for debts,
obligations, and liabilities
Effective 1-1-2017.
Sec. 5. In an operating agreement for a master limited liability
company or in another written agreement, a member or manager may
agree to be obligated personally for any or all of the debts,
obligations, and liabilities of one (1) or more series.
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-6
Management of series
Effective 1-1-2017.
Sec. 6. (a) A series may be managed, as provided in an operating
agreement or series agreement, as applicable, by:
(1) the member or members associated with the series; or
(2) a manager or managers chosen by the members of the series.
(b) Unless otherwise provided in an operating agreement, the
management of a series must be vested in the members associated
with the series.
(c) If the operating agreement provides for a manager or
managers, the manager or managers have the authority to manage the
business or affairs of the series, except to the extent that the
operating agreement reserves the authority to any members or class
or group of members of the series.
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-7
Indiana Code 2016
Cease to be manager of series; limitation of effect
Effective 1-1-2017.
Sec. 7. Except as otherwise provided in an operating agreement,
any event under this article or in an operating agreement that causes
a manager to cease to be a manager with respect to a series does not,
in itself, cause the manager to cease to be a manager of the master
limited liability company or with respect to any other series of the
master limited liability company.
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-8
Assignment, transfer, or redemption of member's limited liability
company interest; cease association with series; limitation of effect
Effective 1-1-2017.
Sec. 8. (a) Unless otherwise provided in the operating agreement,
a member ceases to:
(1) be associated with a series; and
(2) have the power to exercise any rights or powers of a
member with respect to the series;
upon the assignment, transfer, or redemption of all the member's
limited liability company interest with respect to the series.
(b) Except as otherwise provided in an operating agreement, any
event under this article or an operating agreement that causes a
member to cease to be associated with a series does not, in itself,
cause the:
(1) member to cease to be associated with any other series or
terminate the continued membership of a member in the master
limited liability company; or
(2) termination of the series, regardless of whether the member
was the last remaining member associated with the series,
unless the business of the series is not continued as provided for
under IC 23-18-9-1.1(c).
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-9
Voting rights
Effective 1-1-2017.
Sec. 9. (a) An operating agreement may grant to:
(1) all or certain identified members or managers; or
(2) a specified class or group of members or managers;
associated with a series the right to vote separately or with all or any
class or group of the members or managers associated with the series,
on any matter.
(b) Voting by members or managers associated with a series may
be on a per capita, number, financial interest, class, group, or any
other basis.
(c) An operating agreement may provide that any member or class
or group of members associated with a series has no voting rights.
Indiana Code 2016
As added by P.L.170-2016, SEC.19.
IC 23-18.1-4-10
Elections by master limited liability company and any series
Effective 1-1-2017.
Sec. 10. (a) A master limited liability company and any of its
series may elect any of the following:
(1) To consolidate their operations as a single taxpayer to the
extent permitted under applicable law.
(2) To work cooperatively.
(3) To contract jointly.
(4) To be treated as a single business for purposes of
qualification to do business in Indiana or any other state.
(b) Any elections under subsection (a) do not affect the limitation
of liability set forth in IC 23-18.1-5-1 except to the extent that two
(2) or more series have specifically accepted joint or joint and
several liability by contract.
As added by P.L.170-2016, SEC.19.
Indiana Code 2016
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