Indiana LLC Law: Everything You Need to Know
Indiana LLC law governs the forming, operating, and dissolution of LLCs in the state of Indiana.3 min read
Indiana LLC law governs the forming, operating, and dissolution of LLCs in the state of Indiana. Some rules that are defaults and can be overridden by a company's articles of organization or operating agreement, while other rules cannot be modified.
Chapter one of the Indiana LLC law provides the definitions for LLC terms such as member, manager, interest, event dissolution, and operating agreements.
The second chapter of Indiana LLC law deals with the organization and its powers. The chapter includes information such as:
- The requirements for Articles of Organization
- The requirements for naming your limited liability company
- The procedure for amending or restating your company's Article of Organization
- The powers that your LLC can legally exercise
Chapter three deals with the relationship with the managers, members, and other persons involved in the limited liability company. The chapter covers:
- The authority given to management, member, and officers and their ability to make binding contracts
- The limits to personal liability that members, managers, and officers have
Chapter four covers the rights and duties of all managers and members of an LLC. These rights and duties cover:
- The authority of all parties to manage internal affairs
- The liability manager and members have to other company members
- The default rules set for both manager and member voting
- The procedure for the resignation of managers
Chapter five covers the financial rules and procedures for an LLC including the rules for capital distribution, the allocation for both profit and losses, and unlawful distributions and rights appropriated to members who have been dissociated.
- The rules for the acquisition as well as the loss of membership
- The limits and rights of assignees of interest
- Rules allowing a member's creditor to require the LLC to pay the creditor the debt from the distributions that would have gone to the member
Chapter seven outlines the rules for mergers of LLCs in Indiana. Chapter seven includes:
- The rules and the procedures that must take place for a limited liability company to merge with another limited liability company or another form of business entity such as a corporation
- Rules allowing an LLC to convert into a different type of entity as well as permitting other entities to become LLCs
Chapter eight sets the rules for filing a suit against a limited liability company and the rules on the authority to sue on behalf of an LLC.
Chapter nine covers the rules and procedures for the voluntary dissolution of an LLC. The chapter covers:
- The rules and voting procedures for LLCs with multiple members and the process for dissolution with no members
- Allowances for a member to seek judicial dissolution
- Rules for the LLC to conclude their affairs to complete the dissolution
- A template for notifying creditors to cut off their claims after a dissolution
Chapter ten covers the event of an administrative dissolution including:
- Permitting the Indiana Secretary of State's Office to dissolve an LLC that has not fulfilled its business entity reports and filing requirements
- Creating the process that an LLC will have undergo to reinstate after it has been administratively dissolved
Chapter 11 details the rules and requirements for limited liability companies that were organized in a different jurisdiction, but conduct business in the state of Indiana.
Chapter 12 covers the filing requirements that the LLC is required to follow, which includes reporting to Indiana's Secretary of State every two years.
Chapter 13 covers the applicability of other provisions set forth for an LLC and states the Indiana Business Flexibility Act, which is defined by the Indiana and Unites States constitutions as well as Indiana legal code.
Steps to Start an LLC in Indiana
Owners must go through multiple steps before starting an LLC in the State of Indiana. Steps in the process include:
- Naming your LLC
- Designating your registered agent
- Filing your articles of incorporation
- Creating your operating agreement
- Obtaining an employer identification number from the IRS
- Reviewing legal LLC filing obligations with the state
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