CHAPTER 1. DEFINITIONS
IC 23-18
ARTICLE 18. LIMITED LIABILITY COMPANIES
IC 23-18-1
Chapter 1. Definitions
IC 23-18-1-1
Citation of article
Sec. 1. This article may be cited as the "Indiana businessflexibility act".
As added by P.L.8-1993, SEC.301.
IC 23-18-1-2
Application of definitions
Sec. 2. The definitions of this chapter apply throughout thisarticle.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-3
"Articles of organization"
Sec. 3. "Articles of organization" means the articles oforganization described by IC 23-18-2-4 and any amended or restatedarticles of organization.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-4
"Business trust"
Sec. 4. "Business trust" means a business trust or a foreignbusiness trust (as defined in IC 23-5).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-5
"Contribution"
Sec. 5. "Contribution" means any cash, property, servicesrendered, or a promissory note or other binding obligation tocontribute cash or property or to perform services that a persontransfers to a limited liability company in the capacity as a member.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-6
"Corporation"
Sec. 6. "Corporation" means a domestic corporation or a foreigncorporation (as defined in either IC 23-1 or IC 23-17).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-7
"Distribution"
Sec. 7. "Distribution" means a direct or an indirect transfer ofmoney or other property or the incurrence or the transfer ofindebtedness by a limited liability company to or for the benefit of
its members in respect of their interests in the limited liabilitycompany. A distribution may be in the form of a declaration orpayment of a dividend, purchase, redemption, or other acquisition ofan interest, a distribution of indebtedness, or otherwise. The termdoes not include:
(1) amounts constituting reasonable compensation for past orpresent services or reasonable payments made in the ordinarycourse of business under a bona fide retirement plan or otherbenefit program; or
(2) the making of or payment or performance upon a bona fideguaranty or similar arrangement by a corporation to or for thebenefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of apayment or performance to satisfy subdivision (2), is notdeterminative of whether the amount, payment, or performance is adistribution.
As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006,SEC.26.
IC 23-18-1-8
"Event of dissociation"
Sec. 8. "Event of dissociation" means an event that causes aperson to cease being a member of a limited liability company asprovided by IC 23-18-6-5.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-9
"Foreign limited liability company"
Sec. 9. "Foreign limited liability company" means an entity thatis:
(1) an unincorporated association organized under the laws ofa state other than Indiana or another jurisdiction, including aforeign country;
(2) organized under a statute that affords each member of theentity limited liability with respect to the activities andownership of the entity; and
(3) not required to obtain a certificate of registration as aforeign limited partnership under IC 23-16 or qualify to transactbusiness as a foreign business trust under IC 23-5.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-10
"Interest"
Sec. 10. "Interest" means a member's economic rights in thelimited liability company, including the member's share of the profitsand losses of the limited liability company and the right to receivedistributions from the limited liability company.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-11 "Limited liability company" or "domestic limited liabilitycompany"
Sec. 11. "Limited liability company" or "domestic limited liabilitycompany" means an entity that is an unincorporated associationorganized under this article.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-12
"Limited partnership"
Sec. 12. "Limited partnership" means an Indiana limitedpartnership or foreign limited partnership (as defined in IC 23-16).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-13
"Majority in interest of the members"
Sec. 13. "Majority in interest of the members" means the memberswho have made more than fifty percent (50%) of the agreed value, asstated in the records of the limited liability company, of the totalcontributions made by all members, to the extent that thecontributions have not been previously returned.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-14
"Manager"
Sec. 14. "Manager" means, with respect to a limited liabilitycompany whose articles of organization provide for a manager, aperson designated in accordance with the authority underIC 23-18-4-1(b).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-15
"Member"
Sec. 15. "Member" means a person admitted to membership in alimited liability company under IC 23-18-6-1 and as to whom anevent of dissociation has not occurred.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-16
"Operating agreement"
Sec. 16. "Operating agreement" means any written or oralagreement of the members as to the affairs of a limited liabilitycompany and the conduct of its business that is binding upon all themembers.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-17
"Person"
Sec. 17. "Person" means an individual, a corporation, a general orlimited partnership, an association, a limited liability company, aforeign limited liability company, a business trust, or another legal
or commercial entity.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-18
"Principal office"
Sec. 18. "Principal office" means the office, within or outside ofIndiana, so designated in the biennial report where the principalexecutive offices of a domestic or foreign limited liability companyare located.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996,SEC.26.
IC 23-18-1-19
"State"
Sec. 19. "State" refers to a state, territory, or possession of theUnited States, the District of Columbia, or the Commonwealth ofPuerto Rico.
As added by P.L.8-1993, SEC.301.