Indiana LLC Operating Agreement
Set out who owns your Indiana LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
Indiana LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business" — Ind. Code § 23-18-1-16
- Governing act
- Indiana Business Flexibility Act (Ind. Code art. 23-18; short title per Ind. Code § 23-18-1-1)
Without an agreement: Profits and losses allocated on the basis of the agreed value, as stated in company records, of the contributions made by each member — Ind. Code § 23-18-5-3 (distributions likewise, § 23-18-5-4). Source: Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions) · verify ↗.
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Why your Indiana LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Indiana Business Flexibility Act (Ind. Code art. 23-18; short title per Ind. Code § 23-18-1-1) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
Indiana law
No — Indiana does not require an operating agreement (as of 2026): No requirement to adopt an operating agreement; the Act's default rules govern where the members have no agreement. Certain matters may only be altered in a WRITTEN operating agreement.. But without one, the default rules of the Indiana Business Flexibility Act (Ind. Code art. 23-18; short title per Ind. Code § 23-18-1-1) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions). Check the current Indiana LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Indiana?
No — Indiana does not require an operating agreement (as of 2026): No requirement to adopt an operating agreement; the Act's default rules govern where the members have no agreement. Certain matters may only be altered in a WRITTEN operating agreement.. But without one, the default rules of the Indiana Business Flexibility Act (Ind. Code art. 23-18; short title per Ind. Code § 23-18-1-1) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions).
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Indiana agency records it.
Can the agreement be oral in Indiana?
Indiana's statute recognizes: "any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business" — Ind. Code § 23-18-1-16 (Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does Indiana compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Indiana compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Indiana: Ind. Code § 23-18-1-16 (definition); Ind. Code § 23-18-4-4 (effect of written provisions) ↗.
- Indiana is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
The rest of what Indiana requires
The figures below are Indiana's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Indiana page for that document.
- Security deposit cap · as of 2026
- No statutory limit Ind. Code §32-31-3-12 ↗
- Deposit return deadline · as of 2026
- 45 days after move-out Ind. Code §32-31-3-12 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days Ind. Code §32-31-3-12 ↗
- Notice for unpaid rent · as of 2026
- 10 days to pay or quit Ind. Code § 32-31-1-6; § 32-31-1-1 ↗
- Small claims limit · as of 2026
- $10,000 IC 33-29-2-4; IC 33-28-3-4; IC 33-34-3-2 (Marion County); Indiana Small Claims Rules ↗
- Where you file · as of 2026
- Small claims docket of the Circuit or Superior Court; in Marion County, the Township Small Claims Courts · filing fee Roughly $35-$85 depending on county and court; landlord-tenant and multi-defendant service add costs. Confirm with the county clerk. IC 33-29-2-4; IC 33-28-3-4; IC 33-34-3-2 (Marion County); Indiana Small Claims Rules ↗
- Rental application fee · as of July 2026
- No statutory limit Indiana Code ↗
- Bill of sale notarization · as of 2026
- Not required Indiana BMV (State Form 44237) ↗
- Power of attorney signing · as of 2026
- Notarization required Ind. Code §30-5-4-1 ↗
- Recording a deed · as of 2026
- County Recorder · no witnesses Ind. Code §§ 32-21-1-13, 32-21-1-15, 32-21-2-3 ↗
LLC operating agreement in other states
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Different state? See LLC operating agreements by state →