CHAPTER 1. DEFINITIONS
IC 23-18
ARTICLE 18. LIMITED LIABILITY COMPANIES
IC 23-18-1
Chapter 1. Definitions
IC 23-18-1-1
Citation of article
Sec. 1. This article may be cited as the "Indiana business
flexibility act".
As added by P.L.8-1993, SEC.301.
IC 23-18-1-2
Application of definitions
Sec. 2. The definitions of this chapter apply throughout this
article.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-3
"Articles of organization"
Sec. 3. "Articles of organization" means the articles of
organization described by IC 23-18-2-4 and any amended or restated
articles of organization.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-4
"Business trust"
Sec. 4. "Business trust" means a business trust or a foreign
business trust (as defined in IC 23-5).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-5
"Contribution"
Sec. 5. "Contribution" means any 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 limited liability company in the capacity as a member.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-6
"Corporation"
Sec. 6. "Corporation" means a domestic corporation or a foreign
corporation (as defined in either IC 23-1 or IC 23-17).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-7
"Distribution"
Sec. 7. "Distribution" means a direct or an indirect transfer of
money or other property or the incurrence or the transfer of
indebtedness by a limited liability company to or for the benefit of
its members in respect of their interests in the limited liability
company. A distribution may be in the form of a declaration or
payment of a dividend, purchase, redemption, or other acquisition of
an interest, a distribution of indebtedness, or otherwise. The term
does not include:
(1) amounts constituting reasonable compensation for past or
present services or reasonable payments made in the ordinary
course of business under a bona fide retirement plan or other
benefit program; or
(2) the making of or payment or performance upon a bona fide
guaranty or similar arrangement by a corporation to or for the
benefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of a
payment or performance to satisfy subdivision (2), is not
determinative of whether the amount, payment, or performance is a
distribution.
As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006,
SEC.26.
IC 23-18-1-8
"Event of dissociation"
Sec. 8. "Event of dissociation" means an event that causes a
person to cease being a member of a limited liability company as
provided by IC 23-18-6-5.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-9
"Foreign limited liability company"
Sec. 9. "Foreign limited liability company" means an entity that
is:
(1) an unincorporated association organized under the laws of
a state other than Indiana or another jurisdiction, including a
foreign country;
(2) organized under a statute that affords each member of the
entity limited liability with respect to the activities and
ownership of the entity; and
(3) not required to obtain a certificate of registration as a
foreign limited partnership under IC 23-16 or qualify to transact
business as a foreign business trust under IC 23-5.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-10
"Interest"
Sec. 10. "Interest" means a member's economic rights in the
limited liability company, including the member's share of the profits
and losses of the limited liability company and the right to receive
distributions from the limited liability company.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-11
"Limited liability company" or "domestic limited liability
company"
Sec. 11. "Limited liability company" or "domestic limited liability
company" means an entity that is an unincorporated association
organized under this article.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-12
"Limited partnership"
Sec. 12. "Limited partnership" means an Indiana limited
partnership or foreign limited partnership (as defined in IC 23-16).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-13
"Majority in interest of the members"
Sec. 13. "Majority in interest of the members" means the members
who have made more than fifty percent (50%) of the agreed value, as
stated in the records of the limited liability company, of the total
contributions made by all members, to the extent that the
contributions have not been previously returned.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-14
"Manager"
Sec. 14. "Manager" means, with respect to a limited liability
company whose articles of organization provide for a manager, a
person designated in accordance with the authority under
IC 23-18-4-1(b).
As added by P.L.8-1993, SEC.301.
IC 23-18-1-15
"Member"
Sec. 15. "Member" means a person admitted to membership in a
limited liability company under IC 23-18-6-1 and as to whom an
event of dissociation has not occurred.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-16
"Operating agreement"
Sec. 16. "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.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-17
"Person"
Sec. 17. "Person" means an individual, a corporation, a general or
limited partnership, an association, a limited liability company, a
foreign limited liability company, a business trust, or another legal
or commercial entity.
As added by P.L.8-1993, SEC.301.
IC 23-18-1-18
"Principal office"
Sec. 18. "Principal office" means the office, within or outside of
Indiana, so designated in the biennial report where the principal
executive offices of a domestic or foreign limited liability company
are located.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996,
SEC.26.
IC 23-18-1-19
"State"
Sec. 19. "State" refers to a state, territory, or possession of the
United States, the District of Columbia, or the Commonwealth of
Puerto Rico.
As added by P.L.8-1993, SEC.301.