Operating Agreement
(Single Member, Member-Managed) (IN LLC)

Summary

This template is an operating agreement for an Indiana manager-managed limited liability company (LLC) with a single member. This template includes practical guidance, drafting notes, and an optional clause. Indiana law does not require that an LLC adopt a written operating agreement, however written operating agreements are strongly recommended, particularly for multi-member LLCs. Statutory default provisions concerning the operation of an LLC will apply in many cases unless an operating agreement provides otherwise. Counsel should note that great latitude is afforded to limited liability companies in terms of economic, voting and tax matters and, accordingly, careful consideration should be given to the needs of a given enterprise. Consultation with tax counsel is advised in connection with the negotiation and terms of an operating agreement. The single member in this operating agreement appoints the managers who manage the LLC's affairs. Because the LLC has only one member, issues relating to voting, a tax matters member/partnership representative, and transfers are less prominent in this operating agreement than they would be in an operating agreement for a multiple-member entity. If an additional member or members are admitted, an amended and restated operating agreement should be prepared that addresses the issues that arise in a multiple-member LLC. For further information on limited liability companies in Indiana and the statutory framework governing their formation and operation, see Formation and Qualification (IN LLC), and for information on filing requirements generally, see Operating Agreement and Initial Filing Requirements State Law Survey (LLC).