Indiana: LLC Operating Agreement Requirements
The short answer
Indiana does not require a domestic LLC to adopt a written operating agreement; the Indiana Business Flexibility Act recognizes a written or oral agreement binding all members. The initial agreement requires every current member's assent, and amendments default to unanimous approval, with a written amendment required for a written agreement. Without different terms, contribution value drives member voting, profits, losses, and distributions, while the articles determine whether managers replace members in management.
Ask Ezel about your situation
This is the general rule in Indiana. Ezel applies current Indiana law to your specific facts and answers with citations to the statutes.
| Governing law and document name | Indiana Business Flexibility Act; 'operating agreement' (IC 23-18-1-1, -16) |
|---|---|
| Required or optional | Optional; members may enter an agreement, and statutory defaults govern when it is silent (IC 23-18-4-5; 23-18-4-1 to -3; 23-18-5-3 to -4) |
| Permitted form and signatures | Written or oral and binding on all members; no general witness/notary rule. Written agreement required for specified duty, authority, admission, and transfer variations (IC 23-18-1-16; 23-18-4-2 to -4; 23-18-6) |
| Adoption timing and effect | No general deadline or express preformation rule; initial agreement needs all current members, and admission is no earlier than organization or the agreement-specified time (IC 23-18-4-6(a); 23-18-6-1) |
| Single member and assent | One-member LLC allowed; initial agreement requires all current members. Later direct admission follows the agreement or all members' written consent; no general deemed-assent rule (IC 23-18-6-0.5 to -1) |
| Management and authority defaults | Member-managed unless articles provide manager(s); contribution-majority member decisions, manager-majority decisions, and unanimous authorization for non-usual acts unless written agreement provides (IC 23-18-2-4(b)(4); 23-18-3-1.1; 23-18-4-1, -3) |
| Voting, economic, and transfer defaults | Member votes, profits/losses, and distributions follow received, unreturned contribution value; assignment transfers distributions only, and assignee membership generally needs unanimous other-member consent (IC 23-18-1-13; 23-18-5-3 to -4; 23-18-6-3.1, -4.1) |
| Nonwaivable rules and duties | Written agreement may limit or eliminate duties and breach liability, but indemnity cannot cover willful misconduct or recklessness; statutory records, inspection, and court-enforcement provisions remain (IC 23-18-2-2(14); 23-18-4-4, -7 to -8) |
| Amendment, filing, and records | Initial agreement unanimous; oral amendments unanimous; written amendments written and unanimous unless agreement already provides otherwise. Agreement stays private; keep all written versions/amendments (IC 23-18-4-6, -8(a)(4)) |
Compare this rule across all 50 states + DC →
Requirements one by one
Indiana recognizes written and oral agreements binding every member
IC 23-18-1-16 defines an operating agreement as a written or oral agreement about the LLC's affairs
and business that binds all members. The Act does not impose a general witness, acknowledgment, or
notary rule. It does reserve important variations for a written agreement, including duty and
liability changes, some authority rules, and several admission and transfer rules.
The agreement is optional. IC 23-18-4-5 says members "may" enter one, and the Act supplies management,
voting, economic, admission, and transfer defaults when the agreement is absent or silent.
Assent is explicit, not deemed
IC 23-18-4-6(a) requires every person who is a member when the initial agreement is accepted to agree
to it. Indiana permits a one-member LLC under IC 23-18-6-0.5, so one member can satisfy that unanimous
initial-assent rule.
For a later direct admission, IC 23-18-6-1 requires compliance with the operating agreement or, if it
does not provide in writing, every member's written consent. Admission cannot take effect before the
LLC is organized; it occurs at the later of organization or the time provided in the agreement or records.
Manager management must appear in the articles
IC 23-18-4-1 defaults to member management unless the articles provide for one or more managers. A
manager provision therefore belongs in the public formation record, not only in the private agreement.
For an LLC formed after June 30, 1999, IC 23-18-3-1.1 makes each member the usual-business agent in a
member-managed LLC. If the articles provide for managers, membership alone does not create agency and
each manager holds the ordinary authority. An act outside the usual way of business needs authorization
under a written agreement or unanimous member consent.
Contribution value drives the fallback votes and economics
In a member-managed LLC, a "majority in interest" means members holding more than 50% of the recorded
value of contributions received and not returned (IC 23-18-1-13). IC 23-18-4-3 uses that majority for
ordinary member decisions; multiple managers decide by manager majority.
IC 23-18-5-3 and -4 use the same received-and-unreturned contribution value for profits, losses, and
distributions when the agreement is silent. A drafted percentage schedule can replace those defaults,
but it should not be mistaken for the statutory fallback.
Assignment transfers economics before governance
For an LLC formed after June 30, 1999, IC 23-18-6-3.1 makes an interest assignable unless a written
agreement says otherwise. Assignment gives the assignee distributions only; it does not create management
rights or membership.
Under IC 23-18-6-4.1, an assignee in a multi-member LLC generally becomes a member only with unanimous
consent of the other members. Unless a written agreement changes the result, assigning the entire interest
also ends the assignor's membership.
Written agreements can change duties, but not every statutory protection
IC 23-18-4-4 permits a written agreement to modify, decrease, limit, or eliminate duties—including
fiduciary duties—and liability for breach of the duties in § 23-18-4-2(a). Separately, IC 23-18-2-2(14)
does not permit indemnification for willful misconduct or recklessness.
IC 23-18-4-7 preserves a court's power to enforce the agreement through an injunction or other fair
relief. IC 23-18-4-8 requires records, member inspection after five business days' notice, and reasonable
information disclosure; a written agreement may give greater access rights.
Amendment form depends on the agreement being amended
The initial agreement requires all current members. An oral agreement's amendment requires unanimous
member consent. A written agreement's amendment must itself be written and unanimous unless the agreement,
before amendment, provides another approval method (IC 23-18-4-6).
The agreement is not filed with the Secretary of State. The LLC must keep all written agreements and
amendments, including superseded versions, at its principal office under IC 23-18-4-8.
What trips people up
- An oral agreement is recognized, but several high-consequence changes work only through a written
agreement. Duty limits, unusual authority, contribution obligations, and transfer terms need a
section-by-section form check. - A private manager clause does not replace the articles requirement. Indiana defaults to members unless
the public articles provide for manager management. - A percentage-interest table is not automatically the statutory vote or distribution formula. Indiana's
defaults use received, unreturned contribution value.
Common questions
Can an amendment to a written agreement be oral?
No. IC 23-18-4-6(c) requires an amendment to a written operating agreement to be in writing, even when
the agreement supplies a non-unanimous approval method.
Must a nonconsenting member receive the amendment?
Yes. A written amendment must be delivered to every member who did not consent and to every assignee
not yet admitted as a member (IC 23-18-4-6(d)).
Can a manager be someone other than a member?
Yes. Unless a written agreement says otherwise, IC 23-18-4-1(b) says a manager need not be a member or
a natural person.
Statutes and sources
- Ind. Code §§ 23-18-1-1, -16 — names the Act and defines written or oral operating agreements.
Official 2026 Chapter 1 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-2-2(2), (14), -4(a), (b)(4)–(5) — governs agreement powers,
indemnification limits, formation, and public manager provisions. Official 2026 Chapter 2 PDF
(accessed July 26, 2026). - Ind. Code § 23-18-3-1.1(b)–(d) — governs post-1999 member and manager agency.
Official 2026 Chapter 3 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-4-1(a)–(b), -3(a)–(c) — governs management and voting.
Official 2026 Chapter 4 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-4-4(a), -5, -6(a)–(d) — governs written duty changes, agreement scope,
and amendment. Official 2026 Chapter 4 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-4-7, -8(a)–(c) — governs court enforcement, records, and inspection.
Official 2026 Chapter 4 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-5-3, -4 — supplies profit, loss, and distribution defaults.
Official 2026 Chapter 5 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-6-0.5, -1(a)–(b) — governs minimum membership and admission.
Official 2026 Chapter 6 PDF
(accessed July 26, 2026). - Ind. Code §§ 23-18-6-3.1(b), -4.1(b), (h) — governs assignment and assignee membership.
Official 2026 Chapter 6 PDF
(accessed July 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
Get the answer for your situation
You just read how Indiana handles this in general. Ezel applies current Indiana law to your facts and answers your specific question, with citations.
Opens in Ezel Pro. Every answer cites the authority it relies on.