Is an operating agreement required for Indiana LLCs?

This page has not confirmed whether Indiana law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Indiana requires, check the website of the state agency that registers LLCs in Indiana, or ask a business attorney licensed in Indiana.

Can I write my own Indiana LLC operating agreement?

Yes, you can write your own Indiana LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Indiana's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Indiana, and consider having a business attorney licensed in Indiana review your draft before the members sign it.

Does an Indiana LLC operating agreement need to be notarized?

This page has not confirmed whether Indiana law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Indiana LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Indiana's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Indiana before you draft the agreement.

Can I amend my Indiana LLC operating agreement later?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Indiana's LLC law can apply, so check them, or ask an Indiana business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Indiana uses a separate filing, the Articles of Amendment of the Articles of Organization.

Indiana LLC Operating Agreement: What to Include

What to put in an operating agreement for your Indiana LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of an Indiana LLC operating agreement, listing the 7 provisions the document should cover. — What an Indiana operating agreement should contain, section by section. Source: Indiana Secretary of State.

Watch: Indiana LLC Operating Agreement: What to Include (2026)

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, initial contributions, and how membership interests can be transferred. This section establishes the foundation of your LLC's ownership structure.

Management structure

Specify whether your LLC is member-managed or manager-managed, and outline the roles and responsibilities of managers or managing members. This clarifies who has authority to make business decisions.

Voting rights

Establish voting procedures for major business decisions, including what percentage of votes is needed for different types of decisions. This prevents disputes and ensures smooth decision-making.

Profit/loss allocation

Detail how profits and losses will be distributed among members, which may differ from ownership percentages. This section matters for tax purposes and member expectations.

Member duties

Outline the responsibilities, obligations, and restrictions for each member, including non-compete clauses and confidentiality requirements. This helps prevent conflicts and protects business interests.

Dissolution process

Define the circumstances under which the LLC can be dissolved and the process for winding up business affairs. This provides a clear roadmap if the business needs to end.

Amendment procedures

Establish how the operating agreement can be modified, including what percentage of member approval is required. This ensures the agreement can evolve with your business while maintaining stability.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Indiana law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Indiana requires, check the website of the state agency that registers LLCs in Indiana, or ask a business attorney licensed in Indiana.
: Yes, you can write your own Indiana LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Indiana's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Indiana, and consider having a business attorney licensed in Indiana review your draft before the members sign it.
: This page has not confirmed whether Indiana law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Indiana's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Indiana before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Indiana's LLC law can apply, so check them, or ask an Indiana business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Indiana uses a separate filing, the Articles of Amendment of the Articles of Organization.

Sources

2 documents

Each entry below is a document recorded in our verified Indiana sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Indiana statute: IC 23-18 (Indiana Business Flexibility Act)
in.gov/sos/business/Indiana Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Indiana LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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