CHAPTER 2. ORGANIZATION AND POWERS
IC 23-18-2
Chapter 2. Organization and Powers
IC 23-18-2-1
Organization; purpose; regulation
Sec. 1. (a) A limited liability company may be organized underthis article and may conduct business in any state for any lawfulpurpose unless a more limited purpose is set forth in its articles oforganization.
(b) A limited liability company must comply with any statute thatregulates the limited liability company's business.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-2
Powers
Sec. 2. Unless the limited liability company's articles oforganization provide otherwise, every limited liability company hasthe same powers as an individual to do all things necessary orconvenient to carry out its business and affairs, including thefollowing:
(1) Sue, be sued, complain, and defend in its name.
(2) Make and amend operating agreements, not inconsistentwith its articles of organization or with the laws of this state, formanaging the business and regulating the affairs of the limitedliability company.
(3) Purchase, receive, lease, or otherwise acquire and own,hold, improve, use, and otherwise deal with real or personalproperty, or any legal or equitable interest in property, whereverlocated.
(4) Sell, convey, mortgage, pledge, lease, exchange, andotherwise dispose of all or any part of its property.
(5) Except as otherwise prohibited by this article:
(A) purchase, receive, subscribe for, or otherwise acquire;
(B) own, hold, vote, use, sell, mortgage, lend, pledge, orotherwise dispose of; and
(C) deal in and with shares, interests, obligations, or othersecurities of;
any corporation, partnership, association, limited liabilitycompany, foreign limited liability company, or business trust.
(6) Make contracts and guarantees, incur liabilities, borrowmoney, and issue notes, bonds, and other obligations, andsecure any of its obligations by mortgage or pledge of any of itsproperty, franchises, or income.
(7) Lend money, invest and reinvest its funds, and receive andhold real and personal property as security for repayment.
(8) Be a promoter, a stockholder, a partner, a member, amanager, an associate, or an agent of any corporation,partnership, limited liability company, foreign limited liabilitycompany, joint venture, trust, or other enterprise.
(9) Conduct its business, locate offices, and exercise the powers
granted by this article within or outside Indiana.
(10) Elect or appoint managers, agents, and employees, definetheir duties, fix their compensation, and lend them money andcredit.
(11) Pay pensions and establish and administer pension plans,pension trusts, profit-sharing plans, welfare plans, qualified andnonqualified retirement plans, and benefit or incentive plans forany or all of its current or former managers, employees, andagents.
(12) Make donations for public welfare, charitable, scientific,or educational purposes.
(13) Transact any lawful business that will aid governmentalpolicy.
(14) Indemnify and hold harmless any member, manager, agent,or employee from and against any and all claims and demands,except in the case of action or failure to act by the member,agent, or employee which constitutes willful misconduct orrecklessness and subject to any standards and restrictions setforth in a written operating agreement.
(15) To the extent authorized by the licensing authority (asdefined in IC 23-1.5-1-9) provide professional services (asdefined in IC 23-1.5-1-11).
(16) Make payments or donations or do any other act thatfurthers the business and affairs of the limited liabilitycompany.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-3
Professional licensing or regulatory authorities; powers
Sec. 3. Except for the prohibitions in this article concerning thepersonal liability of members, managers, employees, and agents ofa limited liability company organized under this article, nothing inthis article is intended to restrict or limit in any manner the authorityand duty of any licensing authority (as defined in IC 23-1.5-1-9) orto regulate the provision of professional services (as defined inIC 23-1.5-1-11) within Indiana, notwithstanding that the member,manager, or employee of a limited liability company is providingprofessional services or engaging in the practice of a professionthrough the limited liability company.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-4
Formation; articles of organization; contents
Sec. 4. (a) At least one (1) person may form a limited liabilitycompany by causing articles of organization to be executed and filedfor record with the office of the secretary of state. A person does notneed to be a member of the limited liability company at the time offormation or after formation has occurred.
(b) Articles of organization shall contain the following:
(1) The name of the limited liability company. (2) The street address of the limited liability company'sregistered office in Indiana and the name of the limited liabilitycompany's registered agent at that office.
(3) The latest date upon which the limited liability company isto dissolve, or a statement that the duration of the limitedliability company is perpetual until dissolution in accordancewith this article.
(4) If the articles of organization provide for a manager ormanagers, a statement to that effect.
(5) Any other matters not inconsistent with this article that themembers agree to include, including any matters that arerequired to be or may be included in an operating agreementunder this article.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-5
Amendment of articles of organization
Sec. 5. (a) Articles of organization of a limited liability companymay be amended by filing articles of amendment of the articles oforganization in the office of the secretary of state. The articles ofamendment must contain the following:
(1) The name of the limited liability company.
(2) The date the articles of organization were filed.
(3) The amendment to the articles of organization.
(b) Articles of organization of a limited liability company may beamended at any time that the members determine provided that thearticles of organization as amended contain only provisions that maybe lawfully contained in articles of organization at the time theamendment is made.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-6
Restated articles of organization
Sec. 6. (a) Articles of organization may be restated at any time.Restated articles of organization must:
(1) be filed with the secretary of state;
(2) be specifically designated as "restated articles oforganization"; and
(3) state in the heading or in a separate paragraph the limitedliability company's present name, and if the name has beenchanged, all of its former names and the date of filing of itsoriginal articles of organization.
(b) A restated articles of organization may include one (1) or moreamendments to the articles of organization. If the restated articles oforganization include an amendment, the amendment must be adoptedas provided in section 5 of this chapter.
As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994,SEC.2.
IC 23-18-2-7 Filing articles with secretary of state; notice
Sec. 7. The fact that articles of organization of a limited liabilitycompany are on file in the office of the secretary of state is noticethat the limited liability company has been organized and is notice ofall other facts that are required to be set forth in the articles oforganization under section 4 of this chapter and that are set forth inthe articles of organization.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-8
Name
Sec. 8. (a) The name of each limited liability company as set forthin its articles of organization:
(1) must contain the words "limited liability company" or eitherof the following abbreviations:
(A) "L.L.C."; or
(B) "LLC";
(2) may contain the name of a member or manager; and
(3) except as provided in subsection (b), must be such as todistinguish the name upon the records of the office of thesecretary of state from the name of any limited liabilitycompany or other business entity reserved, registered, ororganized under the laws of Indiana or qualified to transactbusiness as a foreign limited liability company in Indiana.
(b) A limited liability company may apply to the secretary of stateto use a name that is not distinguishable upon the secretary of state'srecords from one (1) or more of the names described in subsection(a). The secretary of state shall authorize the use of the name appliedfor if:
(1) the other domestic or foreign limited liability company orother business entity files its written consent to the use of itsname; or
(2) the applicant delivers to the secretary of state a certifiedcopy of a final court judgment from a circuit or superior courtin the state of Indiana establishing the applicant's right to usethe name applied for in Indiana.
As added by P.L.8-1993, SEC.301. Amended by P.L.178-2002,SEC.105.
IC 23-18-2-9
Reservation of name
Sec. 9. (a) A person may reserve the exclusive right to the use ofa name, including a fictitious name by a foreign limited liabilitycompany whose name is not available, by delivering an applicationto the secretary of state. The application must set forth the name andaddress of the applicant and the name to be reserved. If the secretaryof state finds that the name is available, the secretary of state shallreserve the name for the exclusive use of the applicant for renewableone hundred twenty (120) day periods.
(b) The owner of a reserved name may transfer the reservation to
another person by delivering to the office of the secretary of state asigned notice of the transfer that states the name and address of thetransferee.
As added by P.L.8-1993, SEC.301. Amended by P.L.277-2001,SEC.22.
IC 23-18-2-9.5
Foreign limited liability companies; registration of name
Sec. 9.5. (a) A foreign limited liability company may register itsname, or its name with any addition required by IC 23-18-2-8, if thename is distinguishable upon the records of the secretary of state asprovided in section 8 of this chapter.
(b) A foreign limited liability company registers its name, or itsname with any addition required by IC 23-18-2-8, by delivering tothe secretary of state for filing an application setting forth:
(1) its name, or its name with any addition required byIC 23-18-2-8; and
(2) the state or country and date of its formation.
(c) The name is registered for the applicant's exclusive use uponthe effective date of the application.
(d) A foreign limited liability company whose registration iseffective may renew the registration for successive years bydelivering to the secretary of state for filing a renewal applicationthat complies with subsection (b). The renewal application must befiled between October 1 and December 31 of the preceding year. Thefiling of the renewal application renews the registration for thefollowing calendar year.
(e) A foreign limited liability company whose registration iseffective may thereafter qualify as a foreign limited liabilitycompany under that name or consent in writing to the use of thatname by a limited liability company thereafter organized under thisarticle or by another foreign limited liability company thereafterauthorized to transact business in Indiana. The registration terminateswhen the domestic limited liability company is organized or theforeign limited liability company qualifies or consents to thequalification of another foreign limited liability company under theregistered name.
As added by P.L.277-2001, SEC.23.
IC 23-18-2-10
Registered office; registered agent
Sec. 10. A limited liability company must continuously maintainin Indiana the following:
(1) A registered office.
(2) A registered agent, who must be one (1) of the following:
(A) An individual who resides in Indiana and whosebusiness office is identical with the registered office.
(B) A domestic limited liability company, domesticcorporation, or nonprofit domestic corporation whosebusiness office is identical with the registered office. (C) A foreign limited liability company, foreign corporation,or nonprofit foreign corporation authorized to transactbusiness in Indiana whose business office is identical withthe registered office.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-11
Change of registered office or agent
Sec. 11. (a) A limited liability company may change its registeredoffice or registered agent by delivering to the secretary of state forfiling a statement of change that sets forth the following:
(1) The name of the limited liability company.
(2) The street address of its current registered office.
(3) If the current registered office is to be changed, the streetaddress of the new registered office.
(4) The name of its current registered agent.
(5) If the current registered agent is to be changed, the name ofthe new registered agent and the new registered agent's writtenconsent or a representation that the new registered agent hasconsented either on the statement or attached to the statementto the appointment.
(6) That after the change or changes are made, the streetaddresses of its registered office and the business office of itsregistered agent will be identical.
(b) If a registered agent changes the street address of theregistered agent's business office, the registered agent may changethe street address of the registered office of any limited liabilitycompany that the registered agent serves by notifying the limitedliability company in writing of the change and signing eithermanually or in facsimile and delivering to the secretary of state forfiling a statement that complies with the requirements of subsection(a) and states that the limited liability company has been notified ofthe change.
As added by P.L.8-1993, SEC.301.
IC 23-18-2-12
Resignation of agency; discontinuance of office
Sec. 12. (a) A registered agent may resign the agency appointmentby signing and delivering to the secretary of state for filing asdescribed in IC 23-18-12 a statement of resignation. The statementmay include a statement that the registered office is alsodiscontinued.
(b) After filing the statement, the secretary of state shall mail one(1) copy to the limited liability company at the limited liabilitycompany's principal office and one (1) copy to the registered office,if not discontinued.
(c) The agency appointment is terminated and the registered officediscontinued, if discontinued under the statement, thirty-one (31)days after the statement was filed.
As added by P.L.8-1993, SEC.301. Amended by P.L.228-1995,
SEC.26.
IC 23-18-2-13
Service of process; perfection; nonexclusive means
Sec. 13. (a) A limited liability company's registered agent is thelimited liability company's agent for service of process, notice, ordemand required or permitted by law to be served on the limitedliability company.
(b) If a limited liability company does not have a registered agentor the agent cannot with reasonable diligence be served, the limitedliability company may be served by registered or certified mail,return receipt requested, addressed to the limited liability companyat the limited liability company's principal office. Service isperfected under this subsection at the earliest of the following:
(1) The date the limited liability company receives the mail.
(2) The date shown on the return receipt, if signed on behalf ofthe limited liability company.
(3) Five (5) days after the deposit of the service in the UnitedStates mail, if mailed postpaid and correctly addressed.
(c) This section does not prescribe the only means, or necessarilythe required means, of serving a limited liability company.
As added by P.L.8-1993, SEC.301.