CHAPTER 8. SUITS BY AND AGAINST A LIMITED LIABILITY COMPANY

IC 23-18-8
    Chapter 8. Suits By and Against a Limited Liability Company

IC 23-18-8-1
Persons entitled to bring suit in name of company
    Sec. 1. Except as otherwise provided in a written operatingagreement, a suit on behalf of a limited liability company may bebrought in the name of the limited liability company by thefollowing:
        (1) A member of a limited liability company, whether or not thearticles of organization provide for a manager or managers, whois authorized to sue by the affirmative vote of a majority ininterest of the members, unless the vote of all members isrequired under IC 23-18-4-3. In determining the vote, the voteof a member who has an interest in the outcome of the suit thatis adverse to the interest of the limited liability company shallbe excluded.
        (2) If the articles of organization provide for a manager ormanagers, a manager who is authorized to do so by the articlesof organization, an operating agreement, or a vote requiredunder IC 23-18-4-3(b). In determining the vote, the vote of amanager who has an interest in the outcome of the suit that isadverse to the interest of the limited liability company shall beexcluded.
As added by P.L.8-1993, SEC.301.

IC 23-18-8-2
Determination of lack of authority to sue; prohibited assertions
    Sec. 2. A determination that a member or manager does not haveauthority to sue on behalf of the limited liability company undersection 1 of this chapter may not be asserted for the following:
        (1) As a defense to an action brought by the limited liabilitycompany.
        (2) As a basis for the limited liability company to bring asubsequent suit on the same cause of action.
As added by P.L.8-1993, SEC.301.