LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Indiana

At a glance

Requirements one by one

The operating agreement may redesign management and voting

Under Ind. Code §§ 23-18-4-5 to -6, members may regulate any aspect of LLC affairs and member-manager relations, including management, current and future classes/groups and voting rights, and the amendment method. The initial agreement is unanimous; an oral amendment is unanimous; and a written amendment must be written and unanimous unless the existing agreement provides another method.

Under § 23-18-4-1(a)-(b), management stays with members unless the articles provide managers. A written agreement may reserve authority to members or classes and change the statutory appointment and management defaults.

Voting follows received, unreturned contribution value

Under Ind. Code §§ 23-18-1-13, -16, majority in interest means members who made more than 50% of the recorded agreed value of contributions received and not returned. This is not member headcount, profit share, or necessarily the ownership percentage shown in a cap table.

Under § 23-18-4-3(a)-(c), that majority decides any member-managed company matter unless the articles, written agreement, or Article 4 provides otherwise. Every member approves an agreement amendment or an act that contravenes the agreement unless a written agreement supplies another valid rule. Other action-specific statutes may set separate thresholds.

The Act has no general member-meeting code

Chapter 4 recognizes affirmative vote, approval, or consent, but states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date rule. The agreement and other applicable law must supply those mechanics.

Remote participation is not separately addressed

Chapter 4 states no conference-call, video, hearing-capable-equipment, remote- presence, voter-identification, or retained-remote-vote rule. The agreement and other applicable law must define any remote process.

Chapter 4 supplies no general member-proxy rule

The chapter does not authorize a general member voting proxy or state an appointment form, duration, revocation, death/incapacity effect, or irrevocability rule. Section 23-18-4-6(e)'s attorney-in-fact rule applies to signing articles, agreements, and amendments; it is not a general proxy-vote statute.

Consent is recognized, but the mechanics are unstated

Section 23-18-4-3 lets the applicable threshold act by affirmative vote, approval, or consent. It does not create a general no-meeting route or state a member-consent signature, writing or electronic form, delivery, record date, collection period, counterpart, future-time/event, revocation, or general post- action notice rule.

A narrow amendment notice does exist: the LLC must deliver a copy of every written agreement amendment to each member who did not consent and each assignee not yet admitted as a member.

What trips people up

• The majority follows contribution value. It is not headcount or automatically an ownership percentage.
• Written agreements have special force. The statutory majority and unanimity defaults are expressly subject to a different written agreement.
• Approval or consent is not a complete written-consent code. Indiana does not provide meeting-equivalent form, delivery, timing, or notice machinery.
• Attorney-in-fact signing is narrow. It does not by itself authorize a proxy to cast every member vote.

Common questions

Is an Indiana LLC member's vote weighted by ownership percentage?

Not under the statutory definition. It follows the recorded agreed value of received contributions that have not been returned.

May members approve action by consent?

Consent counts toward the statutory threshold, but Chapter 4 does not supply a general no-meeting consent procedure. Check the agreement and action-specific law.

Does Indiana authorize member voting proxies?

Chapter 4 states no general member-proxy rule. The operating agreement and other applicable agency law must be reviewed.

Must nonconsenting members receive notice?

Not generally under Chapter 4. A written agreement amendment must be delivered to each nonconsenting member and each unadmitted assignee.

Statutes and sources

• Ind. Code ch. 23-18-1 — majority-in-interest and operating-agreement definitions. Official 2026 Chapter 1 PDF (accessed August 30, 2026).
• Ind. Code ch. 23-18-4 — management, majority/unanimity, classes, agreement amendment, nonconsenter amendment delivery, and attorney-in-fact signing. Official 2026 Chapter 4 PDF (accessed August 30, 2026).