An Indiana LLC operating agreement is the agreement among the members of a limited liability company (LLC) about the company's affairs and how its business is conducted.[1.1] Indiana law lets the members use it to regulate any aspect of those affairs and of the relations between the members and the managers, if any.[1.2] Use the free Indiana template below to build yours.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Indiana law. If you notice an error or outdated information, please contact us.
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Popular Local Operating Agreement Forms
An LLC operating agreement establishes guidelines for an LLC in the same manner articles of incorporation regulate the operation of a corporation. Here are some of the most common regional operating agreements looked up by people.
Under Section 23-18-1-16 of the Ind. Code, an operating agreement is any written or oral agreement of the members about the company's affairs and the conduct of its business that is binding upon all the members.[1.1] Section 23-18-4-5 adds that members may use it to regulate or establish any aspect of the company's affairs or of the relations of the members and managers, if any.[1.2]
"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 that is binding upon all the members.
Two more rules in the same chapter apply to signing and to managers:
An oral agreement can count, but a written one is much easier to prove. Write down what the members agreed, and have each member keep a signed copy.
Indiana's LLC statute is Article 18 of Title 23 of the Ind. Code. Under Section 23-18-3-3, a member, manager, agent or employee of an LLC is not personally liable for the company's debts, obligations or liabilities, though each can still be liable for their own acts.[1.7]
Who must agree to an Indiana LLC operating agreement depends on whether it is the first agreement, a written agreement being changed, or an oral agreement being changed. Section 23-18-4-6 of the Ind. Code covers each case.[1.3]
| Situation | What the statute says |
|---|---|
| Initial operating agreement | It must be agreed to by all persons who are members when the initial agreement is accepted. |
| Amending a written agreement | The amendment must be in writing. Unless the agreement provided otherwise before the amendment, all members must consent to it. |
| Amending an oral agreement | The amendment must be approved by the unanimous consent of all members. |
After a written amendment is adopted, a copy must be delivered to each of the following:[1.3]
Read the amendment clause in your own agreement before you change anything. A written agreement may set its own approval rule ahead of time.[1.3]
An operating agreement can be enforced in court, and Indiana sets baseline rules on the information members can ask for. Under Section 23-18-4-7 of the Ind. Code, a court may enforce an operating agreement by injunction or by granting other relief that the court in its discretion determines to be fair and appropriate in the circumstances.[1.4]
Section 23-18-4-8 sets these rules on member information:[1.5]
If the LLC fails to keep or maintain the records or information this section requires, that is not grounds for imposing liability on any member for the debts and obligations of the LLC.[1.5]
An operating agreement records how the company will be owned and run, so most agreements cover the same basics. A single-member LLC can keep the list short, while a company with several members usually spells out more. Many people include the following:
With several members, every member should read the final text before anyone signs. You can also browse our operating agreement templates for other states.
The Indiana template is an operating agreement for a single-member LLC, a company with one Member. Most of it is fixed text, so you only fill in the blanks below, in the order they appear on the form. Complete it online, or download the PDF and fill it in with our PDF editor.
An Indiana LLC is formed by filing articles of organization with the Secretary of State (Section 23-18-2-4 of the Ind. Code).[1.9]
The company name must contain the phrase limited liability company or the abbreviation L.L.C. or LLC, and it must be distinguishable on the Secretary of State's records from other entities' names, reserved names and registered assumed names (Sections 23-0.5-3-1 and 23-0.5-3-2 of the Ind. Code).[1.10]
Your registered agent must have a street address in Indiana and may be an individual, a general partnership, an entity formed in Indiana or an out-of-state entity registered to do business in Indiana. The agent's job is to forward legal process, notices and demands to the LLC (Sections 23-0.5-4-2, 23-0.5-4-3 and 23-0.5-4-11 of the Ind. Code).[1.11]
Yes. Under Section 23-18-4-5 of the Ind. Code, members may enter into an operating agreement to regulate or establish any aspect of the affairs of the LLC or the relations of the members and managers, if any.[1.2] You can start from the template on this page.
Yes. Indiana defines an operating agreement as any written or oral agreement of the members that is binding upon all the members.[1.1] An oral agreement is hard to prove, so many members put theirs in writing.
General information, not legal or tax advice.
Other LLC Operating Agreement Forms by State
