Articles of Organization
To form an LLC in Indiana, articles of organization must be signed by at least one person and then filed with the Business Services Division of the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The street address of the LLC’s registered office in Indiana
- The name of the LLC’s registered agent at that office
- A statement on the LLC’s duration, specifically whether the LLC is perpetual or for a set amount of time, including the latest date, if any, on which the LLC is to dissolve or a statement
- A statement as to whether the articles provide for a manager or managers
- Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Business Services Division of the Secretary of State, and the Secretary of State finds that they are in compliance with state requirements. The document must be executed by at least one person, who need not be a member of the LLC at or after formation. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
- Minimum Number of Organizers: One or more persons or entities
- Eligibility: An organizer may be an individual, a corporation, a general or limited partnership, an association, a LLC, a foreign LLC, a business trust, or another legal or commercial entity
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A natural person or an entity
- Procedure for Membership: The member may acquire an interest in the LLC either
- In the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or
- If the operating agreement does not provide in writing, upon the written consent of all members
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
For companies existing on or before June 30, 1999:
- A member may not withdraw from a LLC before the dissolution and winding up, unless otherwise provided in the operating agreement
- A member may withdraw from a LLC only at the time or upon the occurrence of events specified in the operating agreement and in accordance with such operating agreement
The contributions of a member to the limited liability company may be in cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a person transfers to a LLC.