reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-6. Initial Operating Agreement; Amendments; Power of Attorney

Sec. 6. (a) The initial operating agreement must be agreed to by all persons who are members at the time the initial agreement is accepted.
(b) An amendment to an oral operating agreement must be approved by the unanimous consent of all members.
(c) An amendment to a written operating agreement must be in writing and must, unless otherwise provided in the operating agreement before the amendment, be approved by the unanimous consent of all members.
(d) A copy of any written amendment to an operating agreement must be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.
(e) A person may sign articles of organization, an operating agreement, or an amendment to articles of organization or an operating agreement as an attorney in fact. A power of attorney relating to the signing of a document under this subsection by an attorney in fact may but is not required to be:
(1) sworn to, verified, or acknowledged;
(2) signed in the presence of a notary public;
(3) filed with the secretary of state; or
(4) included in another written agreement.
However, the power of attorney must be retained in the records of the limited liability company.
As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-7. Enforcement of Operating Agreement; Injunctive or Other Relief

Sec. 7. (a) 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.
(b) As an alternative to injunctive or other equitable relief, when the provisions under IC 23-18-9-2 are applicable, the court may order dissolution of the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-9. Managerial Omissions; Penalties or Consequences

Sec. 9. If set forth in writing, an operating agreement may provide that:
(1) a manager who fails to perform and comply with the terms and conditions of the operating agreement is subject to penalties or consequences specified in the operating agreement; and
(2) at the time or upon the happening of events specified in the operating agreement, a manager is subject to penalties or consequences specified in the operating agreement.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-10. Good Faith Reliance on Records by Members or Managers; Liability

Sec. 10. A member or manager of a limited liability company is not liable when relying in good faith upon the records of the limited liability company and on the information, opinions, reports, or statements presented to the limited liability company by its other managers, members, agents, or employees, or by any other person, concerning matters the member or manager reasonably believes are within the other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports, or statements concerning the value and amount of the assets, liabilities, profits, or losses of the limited liability company or other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-11. Resignation of Manager

Sec. 11. (a) A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement.
(b) A written operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding any provision in an operating agreement to the contrary, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount payable to the resigning manager.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-12. Business Between Company and Member or Manager

Sec. 12. Except when prohibited in a written operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the transaction as a person who is not a member or manager.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-13. Policy

Sec. 13. The policy of this article is to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies.
As added by P.L.40-2013, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-1. Promises to Contribute Property or Services; Enforceability

Sec. 1. (a) A promise by a member to make a contribution to the limited liability company is not enforceable unless the promise is written and signed by the member.
(b) Except as otherwise provided in a written operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform for any reason, including death and disability.
(c) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value of that portion of the contribution that has not been made. This option is in addition to and not in lieu of any other rights, including the right to specific performance, that the limited liability company may have against the member under the operating agreement or applicable law.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-2. Obligation to Make Capital Contribution or Other Payment; Compromise; Effect; Remedies or Consequences of Nonpayment

Sec. 2. (a) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this article may be compromised only:
(1) in compliance with a written operating agreement; or
(2) if a written operating agreement does not so provide, with the unanimous consent of the members.
(b) Any compromise does not affect the rights, if any, of any creditor of a limited liability company who, before the compromise, extends credit or acts in reliance on the obligation after the member signs a writing that reflects the obligation.
(c) An operating agreement may provide that a member who fails to make a capital contribution or other payment that the member is required to make is subject to specified remedies for or specified consequences of the failure. The remedy or consequence may include the following form:
(1) Reducing the defaulting member's interest in the limited liability company.
(2) Subordinating the defaulting member's interest in the limited liability company to that of nondefaulting members.
(3) A forced sale of the defaulting member's interest in the limited liability company.
(4) Forfeiture of the defaulting member's interest in the limited liability company.
(5) A loan by the nondefaulting members of the amount necessary to meet the commitment.
(6) A determination of the value of the member's interest in the limited liability company by appraisal or by formula and redemption and sale of the defaulting member's interest in the limited liability company at that value.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-3. Allocation of Profits and Losses

Sec. 3. Unless otherwise provided in the operating agreement, profits and losses 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 to the extent the contributions have been received by the limited liability company and not previously returned.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-4. Shared Distributions of Cash or Other Assets

Sec. 4. Except as provided in section 5 or 5.1 of this chapter and IC 23-18-9-6, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in the operating agreement. 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 to the extent the contributions have been received by the limited liability company and not previously returned. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in the operating agreement or at the times determined by the members or managers, if any, voting under IC 23-18-4-3.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-5. Dissociation; Companies Existing on or Before June 30, 1999

Sec. 5. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5 that does not cause dissolution, a dissociating member is entitled to receive:
(1) any distribution that the member is entitled to under this article or the operating agreement; and
(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.4; P.L.130-2006, SEC.29.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-5.1. Dissociation; Companies Formed After June 30, 1999

Sec. 5.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.
(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5, a dissociating member is entitled to receive:
(1) any distribution that the member is entitled to under this article or the operating agreement; and
(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).
As added by P.L.269-1999, SEC.5. Amended by P.L.130-2006, SEC.30.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-6. Distributions

Sec. 6. (a) A distribution may not be made if after giving effect to the distribution:
(1) the limited liability company would not be able to pay its debts as the debts become due in the usual course of business; or
(2) the limited liability company's total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed if the affairs of the limited liability company were to be wound up at the time of the distribution to satisfy any preferential rights that are superior to the rights of members receiving the distribution.
(b) The limited liability company may base a determination that a distribution is not prohibited under subsection (a) upon one (1) of the following:
(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances.
(2) A fair valuation of assets and liabilities or other reasonable method approved by the members or managers, if any.
(c) Except as provided in subsection (e), the effect of a distribution under subsection (a) is measured as of:
(1) the date the distribution is authorized if the payment occurs not more than one hundred twenty (120) days after the date of authorization; or
(2) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.
(d) A limited liability company's indebtedness to a member incurred by reason of an obligation to make a distribution in accordance with this section is at parity with the limited liability company's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement.
(e) If terms of the indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection (b).
(f) If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-7. Unlawful Distributions; Liability

Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating the operating agreement or section 6 of this chapter or if it is established that the member or manager did not act in compliance with section 6 of this chapter.
(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution from the following:
(1) Each other member or manager who could be held liable under subsection (a) for the unlawful distribution.
(2) Each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or section 6 of this chapter.
(c) A proceeding under this section is barred unless it is commenced not more than two (2) years after the date on which the effect of the distribution is measured under section 6 of this chapter.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-8. Distributions in Kind

Sec. 8. (a) Except as provided in the operating agreement, a member, regardless of the nature of the member's contribution, does not have a right to demand and receive a distribution from a limited liability company in a form other than cash.
(b) Except as provided in the operating agreement, a member may not be compelled to accept a distribution in kind from a limited liability company to the extent that the member's percentage interest in the assets being distributed in kind exceeds the percentage of distributions that the member is entitled to receive under section 4 of this chapter.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 5. Finance › 23-18-5-9. Status of Member Entitled to Receive Distribution

Sec. 9. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-0.5. Minimum Membership

Sec. 0.5. A limited liability company formed under this article or a foreign limited liability company admitted to transact business in Indiana under IC 23-0.5-5 may have at least one (1) member.
As added by P.L.34-1997, SEC.16. Amended by P.L.118-2017, SEC.104.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-1. Acquisition of Membership

Sec. 1. (a) Subject to subsection (b), a person may become a member in a limited liability company:
(1) in the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or if the operating agreement does not provide in writing, upon the written consent of all members; and
(2) in the case of an assignee of an interest, as provided in section 4 or 4.1 of this chapter.
(b) The effective time of admission of a member to a limited liability company is the later of the following:
(1) The date the limited liability company is organized.
(2) The time provided in the operating agreement, or if no time is provided, when the person's admission is reflected in the records of the limited liability company.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-2.5. Member Interest Designated as Transfer on Death Property or Held in Joint Tenancy

Sec. 2.5. (a) Unless otherwise limited or prohibited in a written operating agreement, any member interest in a limited liability company:
(1) may be designated as a transfer on death property under IC 32-17-14, with:
(A) the member as the owner of the interest; and
(B) one (1) or more transfer on death beneficiaries designated; or
(2) may be titled and held in joint tenancy with right of survivorship between two (2) or more individuals.
(b) The following apply upon the death of a person who is the owner of a member interest designated as a transfer on death property:
(1) Each surviving transfer on death beneficiary has the status of an assignee of all or a fractional or percentage portion of the entire member interest owned by the deceased owner, depending on the number of surviving transfer on death beneficiaries, consistent with the transfer on death beneficiary designation, until that transfer on death beneficiary is admitted as a member of the limited liability company.
(2) The rights and obligations of each surviving transfer on death beneficiary with respect to the member interest are subject to all:
(A) transfer restrictions;
(B) redemption options; or
(C) other provisions;
that apply to the member's interest or member interests generally under a written operating agreement.
(c) The following apply upon the death of a person who is the owner of a member interest held in joint tenancy:
(1) Each surviving joint tenant has the status of an assignee of all or a fractional or percentage portion of the entire member interest, depending on the number of surviving joint tenants, until the surviving joint tenant is admitted as a member of the limited liability company unless the surviving joint tenant was already a member under subsection (d) before the death of each other joint tenant.
(2) The rights and obligations of each surviving joint tenant with respect to the member interest are subject to all:
(A) transfer restrictions;
(B) redemption options; or
(C) other provisions;
that apply to the member interest generally under a written operating agreement.
(d) If a member interest in a limited liability company is originally and initially issued in joint tenancy form to two (2) or more individuals, each joint tenant has the voting rights of a member unless otherwise provided in the written operating agreement. If an individual member:
(1) receives and holds a member interest as the sole owner; and
(2) at a later date, makes a lawful transfer of the member interest to be held in joint tenancy between the member and one (1) or more other persons;
then, unless otherwise provided in a written operating agreement, each other person, while all joint tenants are alive, has the status of an assignee of a fractional part of the member interest until the other person is admitted as a member of the limited liability company.
As added by P.L.40-2013, SEC.10. Amended by P.L.63-2014, SEC.33.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-3. Assignment of Interest; Companies Existing on or Before June 30, 1999

Sec. 3. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) Except as provided in a written operating agreement:
(1) an interest is assignable in whole or in part;
(2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;
(3) an assignment of an interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member;
(4) until the assignee of an interest becomes a member, the assignor continues to be a member and to have the power to exercise any rights of a member, subject to the other members' right to remove the assignor under section 5(a)(3)(B) of this chapter;
(5) until an assignee of an interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and
(6) the assignor of an interest is not released from liability as a member solely as a result of the assignment.
(c) Unless otherwise provided in an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the interest of a member is not an assignment and does not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-3.1. Assignment of Interest; Companies Formed After June 30, 1999

Sec. 3.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.
(b) Except as provided in a written operating agreement:
(1) an interest is assignable in whole or in part;
(2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;
(3) an assignment of an interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member;
(4) until an assignee of an interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and
(5) the assignor of an interest is not released from liability as a member solely as a result of the assignment.
(c) Unless otherwise provided in an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the interest of a member is not an assignment and does not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
As added by P.L.269-1999, SEC.8. Amended by P.L.14-2000, SEC.54.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-4. Assignee Membership; Companies Existing on or Before June 30, 1999

Sec. 4. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) Except as otherwise provided in a written operating agreement, if a limited liability company has at least two (2) members, an assignee of an interest may become a member only if the other members unanimously consent. If a limited liability company has only one (1) member, an assignee of the entire interest may become a member:
(1) under the terms of an agreement between the assignor and the assignee; or
(2) except as otherwise provided in a written operating agreement by a specific reference to this subsection or as otherwise provided in an agreement between the assignor and the assignee, automatically upon the voluntary assignment by the sole member of all the member's interest to a single assignee that the member consented to at the time of the assignment and that was not affected by foreclosure or other similar legal process.
The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of a specification, consent must be evidenced by a written instrument, dated and signed by the member.
(c) An assignee who becomes a member:
(1) has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this article; and
(2) is liable for any obligations of the member's assignor for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7.
However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from a written operating agreement.
(d) Whether or not an assignee of an interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7 that are solely a result of the assignment.
(e) Unless otherwise provided in a written operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when an assignee of the member's interest becomes a member with respect to the assigned interest.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.9; P.L.156-2023, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-4.1. Assignee Membership; Companies Formed After June 30, 1999

Sec. 4.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.
(b) Except as otherwise provided in a written operating agreement, if a limited liability company has at least two (2) members, an assignee of an interest may become a member only if the other members unanimously consent. If a limited liability company has only one (1) member, an assignee of the entire interest may become a member:
(1) in accordance with the terms of an agreement between the assignor and the assignee; or
(2) except as otherwise provided in a written operating agreement by a specific reference to this subsection or as otherwise provided in an agreement between the assignor and the assignee, automatically upon the voluntary assignment by the sole member of all of the member's interest to a single assignee that the member consented to at the time of the assignment and that was not affected by foreclosure or other similar legal process.
The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of a specification, consent must be evidenced by a written instrument, dated and signed by the member.
(c) An assignee who becomes a member:
(1) has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this article; and
(2) is liable for any obligations of the member's assignor for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7.
However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from a written operating agreement.
(d) Whether or not an assignee of an interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7 that are solely a result of the assignment.
(e) Unless otherwise provided in a written operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member.
As added by P.L.269-1999, SEC.10. Amended by P.L.156-2023, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-5. Cessation of Membership

Sec. 5. (a) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:
(1) The person withdraws from the limited liability company as provided in section 6 of this chapter.
(2) The person ceases to be a member as provided in section 4(e) or 4.1(e) of this chapter.
(3) The person is removed as a member:
(A) in accordance with the operating agreement; or
(B) unless otherwise provided in a written operating agreement, by the affirmative vote, approval, or consent of a majority in interest of the members after the member has assigned the member's entire interest in the limited liability company.
(4) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member who is an individual, the individual's death.
(5) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member who is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.
(6) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is a partnership, limited partnership, or another limited liability company, the dissolution and commencement of winding up of the partnership, limited partnership, or limited liability company.
(7) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is a corporation, the dissolution of the corporation.
(8) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.
(b) A written operating agreement may provide for other events that result in a person ceasing to be a member of the limited liability company, including insolvency, bankruptcy, and adjudicated incompetency.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-6. Withdrawal of Member; Companies Existing on or Before June 30, 1999

Sec. 6. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) Unless a written operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the member may do so at any time by giving thirty (30) days written notice to the other members or other notice required under the operating agreement. If the member has the power to withdraw but the withdrawal is a breach of the operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement, including the reasonable cost of obtaining the replacement of services that the withdrawn member was obligated to perform. The limited liability company may offset the damages against amounts otherwise distributable to the withdrawn member, in addition to pursuing any remedies provided for in the operating agreement or available under applicable law.
(c) Unless otherwise provided in a written operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of the term is a breach of the operating agreement.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-6.1. Withdrawal of Member; Companies Formed After June 30, 1999

Sec. 6.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.
(b) Unless otherwise provided in a written operating agreement, a member may not withdraw from a limited liability company before the dissolution and winding up of the limited liability company. A member may withdraw from a limited liability company only at the time or upon the occurrence of events specified in the operating agreement and in accordance with the operating agreement.
As added by P.L.269-1999, SEC.13.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 6. Membership › 23-18-6-7. Judgment Creditors of Members; Rights

Sec. 7. (a) On application to a court with jurisdiction by a judgment creditor of a member, the court may charge the interest of the member in the limited liability company with the payment of the unsatisfied amount of the judgment with interest.
(b) To the extent the court charges under subsection (a), the judgment creditor has only the rights of an assignee of the member's interest in the limited liability company.
(c) This article does not deprive a member of the benefit of any exemption laws applicable to the member's interest in the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 8. Suits by and Against a Limited Liability Company › 23-18-8-1. Persons Entitled to Bring Suit in Name of Company

Sec. 1. Except as otherwise provided in a written operating agreement, a suit on behalf of a limited liability company may be brought in the name of the limited liability company by the following:
(1) A member of a limited liability company, whether or not the articles of organization provide for a manager or managers, who is authorized to sue by the affirmative vote of a majority in interest of the members, unless the vote of all members is required under IC 23-18-4-3. In determining the vote, the vote of a member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
(2) If the articles of organization provide for a manager or managers, a manager who is authorized to do so by the articles of organization, an operating agreement, or a vote required under IC 23-18-4-3(b). In determining the vote, the vote of a manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 8. Suits by and Against a Limited Liability Company › 23-18-8-2. Determination of Lack of Authority to Sue; Prohibited Assertions

Sec. 2. A determination that a member or manager does not have authority to sue on behalf of the limited liability company under section 1 of this chapter may not be asserted for the following:
(1) As a defense to an action brought by the limited liability company.
(2) As a basis for the limited liability company to bring a subsequent suit on the same cause of action.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-1. Circumstances Requiring Dissolution; Companies Existing on or Before June 30, 1999

Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and its affairs must be wound up on the first of the following to occur:
(1) At the time or on the occurrence of events specified in writing in the articles of organization or operating agreement.
(2) Written consent of all the members.
(3) An event of dissociation occurs with respect to a member, unless the business of the limited liability company is continued by the consent of all the remaining members not more than ninety (90) days after the occurrence of the event or as otherwise provided in writing in the articles of organization or operating agreement.
(4) Entry of a decree of judicial dissolution under section 2 of this chapter.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-1.1. Circumstances Requiring Dissolution; Companies Formed After June 30, 1999

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and the limited liability company's affairs must be wound up when the first of the following occurs:
(1) At the time or on the occurrence of events specified in writing in the articles of organization or operating agreement.
(2) Subject to IC 23-18-4-4(a)(4)(A), for a limited liability company:
(A) formed under this article after June 30, 2013, the unanimous consent of the members, unless a written operating agreement provides that dissolution may be authorized by the vote of members holding fewer than all the interests in the limited liability company or holding fewer than all interests in one (1) or more classes of members; or
(B) formed under this article after June 30, 1999, and before July 1, 2013, if there is:
(i) one (1) class or group of members, written consent of two-thirds (2/3) in interest of the members; or
(ii) more than one (1) class or group of members, written consent of two-thirds (2/3) in interest of each class or group of members.
(3) Entry of a decree of judicial dissolution under section 2 of this chapter.
(c) A limited liability company is dissolved and the limited liability company's affairs must be wound up if there are no members. However, this subsection does not apply if, under a provision in the operating agreement, not more than ninety (90) days after the occurrence of the event that caused the last remaining member to cease to be a member, either:
(1) the personal representative of the last remaining member agrees in writing:
(A) to continue the business of the limited liability company; and
(B) to the admission of the personal representative or the personal representative's nominee or designee to the limited liability company as a member; or
(2) a member is admitted to the limited liability company in the manner provided for in the operating agreement specifically for the admission of a member to the limited liability company after the last remaining member ceases to be a member;
effective as of the time of the event that caused the last remaining member to cease to be a member.
As added by P.L.269-1999, SEC.15. Amended by P.L.130-2006, SEC.32; P.L.40-2013, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-2. Court-Decreed Dissolution

Sec. 2. On application by or for a member, the circuit or superior court of the county in which the limited liability company's principal office, or if there is none in Indiana, in which the registered office is located, may decree dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-3. Powers of Dissolved Company; Effect of Dissolution

Sec. 3. (a) A dissolved limited liability company may only carry on business that is appropriate to wind up and liquidate its business and affairs, including the following:
(1) Collecting its assets.
(2) Disposing of properties that will not be distributed in kind to members.
(3) Discharging or making provision for discharging liabilities.
(4) Distributing the remaining property among the members.
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a limited liability company does not do the following:
(1) Transfer title to the limited liability company's property.
(2) Alter the personal liability of members under IC 23-18-3-3.
(3) Subject members or managers to standards of conduct different from those prescribed under IC 23-18-4-2.
(4) Change the:
(A) voting requirements for members or managers;
(B) provisions for appointment, resignation, or removal of managers, if any; or
(C) provisions for amending the operating agreement.
(5) Prevent commencement of a proceeding by or against the limited liability company in its name.
(6) Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.
(7) Terminate the authority of the registered agent of the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-4. Entities Entitled to Wind Up Company's Business or Affairs

Sec. 4. Unless otherwise provided in a written operating agreement, the following may wind up the business or affairs of the limited liability company:
(1) The members or managers with authority to manage the limited liability company under IC 23-18-4-1.
(2) If a member or manager has engaged in wrongful conduct or upon other cause shown, the circuit or superior court of:
(A) the county in which the limited liability company's principal office is located; or
(B) if there is none in Indiana the county in which its registered office is located;
on application by a member or the member's legal representative or assignee.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-5. Binding Acts of Members Following Dissolution

Sec. 5. (a) Except as provided in subsections (c), (d), and (e), following dissolution a member may bind the limited liability company:
(1) by an act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution; and
(2) in a transaction that would have been binding on the limited liability company had the limited liability company not been dissolved if each party to the transaction does not have notice of the dissolution.
(b) The filing of articles of dissolution under section 7 of this chapter constitutes notice of dissolution for purposes of subsection (a)(2).
(c) An act of a member that is not binding on the limited liability company under subsection (a) is binding if the act is authorized by the limited liability company.
(d) An act of a member that would be binding under subsection (a) or would be authorized except for a restriction on authority does not bind the limited liability company to persons having knowledge of the restriction.
(e) If the articles of organization provide for a manager or managers and the manager or managers have delegated the exclusive authority to manage the affairs of the limited liability company, then a manager has the authority of a member under subsection (a), and a member does not have authority while acting solely in the capacity of a member.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-6. Distribution of Assets

Sec. 6. Upon the winding up of a limited liability company, the assets must be distributed as follows:
(1) To creditors, including members and managers who are creditors to the extent permitted by law, to satisfy the liabilities of the limited liability company whether by payment or by the establishment of adequate reserves except for liabilities for distributions to members under IC 23-18-5-4, and IC 23-18-5-5 or IC 23-18-5-5.1.
(2) Unless otherwise provided in a written operating agreement, to members and former members to satisfy the liabilities for distributions under IC 23-18-5-4 and IC 23-18-5-5.
(3) Unless otherwise provided in a written operating agreement, to members in proportion to the returned contribution.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-7. Articles of Dissolution; Filing

Sec. 7. At any time after a limited liability company dissolves, the limited liability company may deliver to the secretary of state for filing articles of dissolution setting forth the following:
(1) The name of the limited liability company.
(2) The date of filing of the articles of organization.
(3) The address of the principal office of the limited liability company.
(4) The date dissolution occurred.
(5) Other information the members or managers filing the articles determine.
As added by P.L.8-1993, SEC.301.