IC 23-18-3
    Chapter 3. Relations of Members and Managers to PersonsDealing With a Limited Liability Company

IC 23-18-3-1
Members and managers as agents; companies existing on or beforeJune 30, 1999
    Sec. 1. (a) Unless otherwise provided in a written operatingagreement, a limited liability company existing under this article onor before June 30, 1999, is governed by this section.
    (b) Except as provided in subsection (c), each member is an agentof the limited liability company for the purpose of the limitedliability company's business or affairs, and the act of any member,including the execution in the name of the limited liability companyof an instrument for apparently carrying on in the usual way thebusiness or affairs of the limited liability company, binds the limitedliability company, unless:
        (1) the acting member does not have authority to act for thelimited liability company in the particular matter; and
        (2) the person with whom the member is dealing has knowledgeof the fact that the member does not have the authority to act.
    (c) If the articles of organization provide for a manager ormanagers, and except to the extent provided in the articles oforganization:
        (1) a member acting solely in the capacity as a member is not anagent of the limited liability company; and
        (2) each manager is an agent of the limited liability company forthe purpose of its business or affairs, and the act of anymanager, including the execution in the name of the limitedliability company of any instrument, for apparently carrying onin the usual way the business or affairs of the limited liabilitycompany binds the limited liability company, unless themanager so acting does not have authority to act for the limitedliability company in the particular matter, and the person withwhom the manager is dealing has knowledge of the fact that themanager does not have the authority to act.
    (d) An act of a manager or a member that is not apparently for thecarrying on in the usual way the business of the limited liabilitycompany does not bind the limited liability company unlessauthorized in accordance with a written operating agreement or bythe unanimous consent of all members at any time.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999,SEC.1.

IC 23-18-3-1.1
Members and managers as agents; companies formed after June30, 1999
    Sec. 1.1. (a) A limited liability company formed under this articleafter June 30, 1999, is governed by this section.
    (b) Except as provided in subsection (c) or the articles of

organization, each member is an agent of the limited liabilitycompany for the purpose of the limited liability company's businessor affairs, and the act of any member, including the execution in thename of the limited liability company of an instrument for apparentlycarrying on in the usual way the business or affairs of the limitedliability company, binds the limited liability company, unless:
        (1) the acting member does not have authority to act for thelimited liability company in the particular matter; and
        (2) the person with whom the member is dealing has knowledgeof the fact that the member does not have the authority to act.
    (c) If the articles of organization provide for a manager ormanagers, and except to the extent provided in the articles oforganization:
        (1) a member acting solely in the capacity as a member is not anagent of the limited liability company; and
        (2) each manager is an agent of the limited liability company forthe purpose of its business or affairs, and the act of anymanager, including the execution in the name of the limitedliability company of any instrument, for apparently carrying onin the usual way the business or affairs of the limited liabilitycompany binds the limited liability company, unless themanager does not have authority to act for the limited liabilitycompany in the particular matter, and the person with whom themanager is dealing has knowledge of the fact that the managerdoes not have the authority to act.
    (d) An act of a manager or member that is not apparently for thecarrying on in the usual way the business of the limited liabilitycompany does not bind the limited liability company unlessauthorized in accordance with a written operating agreement or bythe unanimous consent of all members at any time.
As added by P.L.269-1999, SEC.2.

IC 23-18-3-2
Notice to member or manager imputed to company; exceptions
    Sec. 2. (a) Except as provided in subsection (b), notice to amember of a matter relating to the business or affairs of the limitedliability company and the knowledge of the member acting in theparticular matter acquired while a member or of which the personhad knowledge at the time of becoming a member, and theknowledge of any other member who reasonably could and shouldhave communicated the knowledge to the acting member, is noticeto the limited liability company, except in the case of a fraud on thelimited liability company committed by or with the consent of thatmember.
    (b) If the articles of organization provide for a manager ormanagers:
        (1) notice to a manager of a matter relating to the business oraffairs of the limited liability company, and the knowledge ofthe manager acting in the particular matter, acquired while amanager or of which the person had knowledge at the time of

becoming a manager, and the knowledge of any other managerwho reasonably could and should have communicated theknowledge to the acting manager, is notice to the limitedliability company, except in the case of a fraud on the limitedliability company committed by or with the consent of thatmanager; and
        (2) notice to or knowledge of any member of a limited liabilitycompany while the member is acting solely in the capacity of amember is not notice to or knowledge of the limited liabilitycompany.
As added by P.L.8-1993, SEC.301.

IC 23-18-3-3
Personal liability of members, managers, agents, or employees
    Sec. 3. (a) A member, a manager, an agent, or an employee of alimited liability company is not personally liable for the debts,obligations, or liabilities of the limited liability company, whetherarising in contract, tort, or otherwise, or for the acts or omissions ofany other member, manager, agent, or employee of the limitedliability company. A member, a manager, an agent, or an employeeof a limited liability company may be personally liable for theperson's own acts or omissions.
    (b) This article and Indiana law exclusively govern any conflictbetween Indiana law and the laws of another state with regard to theliability of a member, a manager, an agent, or an employee of alimited liability company organized and existing under this article forthe debts, obligations, or liabilities of the limited liability company,or for the acts or omissions of other members, managers, agents, oremployees of the limited liability company.
As added by P.L.8-1993, SEC.301.

IC 23-18-3-4
Professional services; liability
    Sec. 4. (a) This article does not alter any law applicable to therelationship between a person rendering professional services and aperson receiving professional services, including liability arising outof the professional services.
    (b) A person rendering professional services as a member, amanager, an employee, or an agent of a limited liability company ispersonally liable for the consequences of the person's acts oromissions to the extent provided by Indiana law or the laws ofanother state where the person is considered responsible.
As added by P.L.8-1993, SEC.301.

IC 23-18-3-5
Member as party to proceeding
    Sec. 5. A member of a limited liability company may not be madea party to a proceeding by or against a limited liability companysolely by reason of being a member of the limited liability company,except:        (1) when the object of the proceeding is to enforce a member'sright against or liability to the limited liability company; or
        (2) in an action brought under IC 23-18-8-1.
As added by P.L.8-1993, SEC.301.