State Codes and Statutes
Statutes > Indiana > Title23 > Ar18 > Ch8
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 operating
agreement, a suit on behalf of a limited liability company may be
brought in the name of the limited liability company by the
following:
(1) A member of a limited liability company, whether or not the
articles of organization provide for a manager or managers, who
is authorized to sue by the affirmative vote of a majority in
interest of the members, unless the vote of all members is
required under IC 23-18-4-3. In determining the vote, the vote
of a member who has an interest in the outcome of the suit that
is adverse to the interest of the limited liability company shall
be excluded.
(2) If the articles of organization provide for a manager or
managers, a manager who is authorized to do so by the articles
of organization, an operating agreement, or a vote required
under IC 23-18-4-3(b). In determining the vote, the vote of a
manager who has an interest in the outcome of the suit that is
adverse to the interest of the limited liability company shall be
excluded.
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 have
authority to sue on behalf of the limited liability company under
section 1 of this chapter may not be asserted for the following:
(1) As a defense to an action brought by the limited liability
company.
(2) As a basis for the limited liability company to bring a
subsequent suit on the same cause of action.
As added by P.L.8-1993, SEC.301.
