Indiana · Operating agreement
Indiana LLC operating agreement
What Indiana's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Indiana operating agreementWhat Indiana’s LLC act says
Indiana's definitions section, 23-18-1-16, defines the "operating agreement" as an agreement of all the members about the company's affairs and how it does business. 4
Indiana defines an operating agreement as any written or oral agreement of the members about the company's affairs, as long as it binds all the members. 4
What Indiana’s act does not let an agreement change:
Not confirmed for Indiana from an official source: whether an Indiana agreement is filed with the state, what Indiana's act says about a one-member company's agreement.
What happens with no agreement
In Indiana, unless the articles of organization name a manager or managers, the members run the company and have the right to make all its decisions. 2
When the agreement is silent, Indiana divides distributions by the agreed value of each member's contributions, as stated in the company's records, not in equal shares. 3
What the template covers in Indiana
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Indiana’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form an Indiana LLC
You form an Indiana LLC by filing with Indiana’s Secretary of State.
The Indiana business entity report is due every two years, in your formation anniversary month. 6
Search the Indiana business records at the Secretary of State before you file: Indiana entity search.
The operating agreement for an Indiana LLC is separate from the Indiana formation filing.
Common questions
Is an operating agreement required for an LLC in Indiana?
Indiana's LLC act does not tell an LLC to adopt an operating agreement. It says members may enter into one to set up any part of how the company runs. 1
Is there an Indiana LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Indiana LLC have an operating agreement?
We could not confirm from an official source what Indiana’s act says about a one-member company’s agreement. The template has a single-member version.
Does an Indiana operating agreement need to be notarized?
None of the Indiana rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep an Indiana operating agreement, and is it filed?
We could not confirm from an official Indiana source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Indiana’s Secretary of State. 7
Also in Indiana
Sources 7 links, checked Oct 4, 2026 to Nov 13, 2026
- Indiana LLC act, section 23-18-4-5 iga.in.gov, checked Nov 13, 2026
Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers
- Indiana LLC act, section 23-18-4-1 iga.in.gov, checked Nov 13, 2026
Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members.
- Indiana LLC act, section 23-18-5-4 iga.in.gov, checked Nov 13, 2026
If the operating agreement does not provide otherwise, distributions must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member
- Indiana LLC act, section 23-18-1-16 iga.in.gov, checked Nov 13, 2026
‘Operating agreement’ means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business
- Indiana LLC act, section 23-18-2-2 iga.in.gov, checked Nov 13, 2026
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
- Indiana business entity report inbiz.in.gov, checked Oct 4, 2026
- Official state fee schedule for LLC filings iga.in.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Indiana’s rules. It is not legal or tax advice.
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