A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.
Indiana Operating Agreement for States who have Adopted the Uniform Limited Liability Act and the Revised Uniform Limited Liability Act serves as a crucial document for limited liability companies (LCS) in Indiana. This agreement outlines the internal operations, rights, and responsibilities of LLC members. When a state adopts the Uniform Limited Liability Act (UCLA) or the Revised Uniform Limited Liability Act (SULLA), it typically incorporates the key provisions of either act into its own state laws. In Indiana, businesses can choose from two different types of operating agreements: one that follows the UCLA and another that adheres to the SULLA. Both agreements outline the fundamental structure and procedures of an LLC, but with slight differences dictated by the specific provisions chosen. The Indiana Operating Agreement based on the UCLA provides a comprehensive framework for LCS in Indiana. It covers various aspects, such as member rights and responsibilities, management structure, voting procedures, profit and loss distribution, transfer of membership interests, and member withdrawal or dissociation processes. This agreement offers flexibility by allowing members to customize their LLC's operations to suit their unique requirements within the framework of the UCLA. On the other hand, Indiana's operating agreement based on the SULLA takes into account the revised provisions and updates made to the UCLA. This agreement includes several provisions that offer enhanced clarity and guidance on matters such as fiduciary duties, the dissociation of members, the winding up of the LLC, the rights and responsibilities of members, and the removal and admission of members. The SULLA provides a more modernized and inclusive approach to ensure fair and equitable treatment of LLC members. Both types of Indiana Operating Agreements are designed to help maintain the limited liability status of members, safeguard the LLC's assets, and establish a clear understanding among the members regarding their roles and obligations. These agreements provide a solid foundation for the LLC's operations, internal governance, and decision-making processes. However, it is essential for LCS to consult legal professionals or use trusted online resources while drafting these agreements to ensure compliance with Indiana state laws and the chosen version of the UCLA or SULLA. Overall, the Indiana Operating Agreement for States who have Adopted the Uniform Limited Liability Act and the Revised Uniform Limited Liability Act acts as a crucial document, enabling effective and transparent management of LCS within the state. By providing clarity on member rights, obligations, and internal procedures, these agreements facilitate the smooth functioning and long-term success of LCS in Indiana.
