An Indiana LLC operating agreement defines ownership, management, and profit distribution for your limited liability company. Indiana doesn’t require one. But after a 2025 Supreme Court ruling, putting it in writing matters more than ever.
Choose the version that matches your Indiana LLC structure.
Do Indiana LLCs Need an Operating Agreement?
No. Indiana does not require an LLC to adopt an operating agreement. The state’s own INBiz guidance for LLCs says an LLC should operate under one, but that it is not required by law.
The document filed to create the LLC is the Articles of Organization, State Form 49459, not the operating agreement. That filing also asks whether the company will be managed by managers, which makes the management choice important when drafting the agreement.
Indiana’s statutory definition expressly recognizes an oral operating agreement, so there is no general statutory notarization requirement. A written agreement is still materially different because several Indiana default rules expressly require a written operating agreement if members want to change them.
What Indiana Law Means by an Operating Agreement
“Operating agreement” means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members.
The statutory definition covers both the LLC’s affairs and the conduct of its business, and makes the agreement binding on the members.
Indiana expressly recognizes both forms. That is broader than a rule limited to signed written contracts.
Under § 23-18-4-5, members may use the operating agreement to set management, distributions, transfer rights, classes of members or managers, admission of assignees, and amendment procedures.
Indiana repeatedly uses the phrase “written operating agreement” for rules that can alter statutory defaults, including voting, member withdrawal, duties, and manager-related provisions.
Indiana LLC Defaults Worth Addressing in Writing
Indiana’s fallback rules depend heavily on contribution value and on whether the agreement is written. These are six provisions worth addressing directly in the document.
In a member-managed LLC, ordinary decisions use a “majority in interest.” That means members representing more than 50% of the agreed value of unreturned contributions, not one vote per member.
§§ 23-18-1-13, 23-18-4-3An oral agreement requires unanimous consent to amend. A written amendment must also be written and unanimously approved unless the existing agreement already provides another amendment rule.
§ 23-18-4-6For an LLC formed after June 30, 1999, a member generally cannot withdraw before dissolution and winding up unless a written operating agreement creates a withdrawal right.
§ 23-18-6-6.1An assignee normally receives the economic distributions attached to the assigned interest, but does not automatically become a member or gain management rights.
§ 23-18-6-3.1For post-June 30, 1999 LLCs, a dissociating member is generally entitled to the fair value of the member’s interest within a reasonable time unless the operating agreement provides otherwise.
§ 23-18-5-5.1In a manager-managed LLC, a member who is not a manager has no duties to the LLC or the other members solely because of member status, unless a written agreement provides otherwise.
§ 23-18-4-2(c)