New Indiana LLC Changes

The Indiana legislature recently adopted several changes to Indiana law regarding business organizations, which will affect LLCs.  These changes will take effect on July 1,2013.  One change allows electronic signatures on any LLC certificate required or permitted to be filed with the Secretary of State to be submitted electronically. Also, registered agents, certified public accountants or attorneys who are employed or retained by the LLC will be permitted to file annual and biennial reports.

There are several new changes which add default provisions to Indiana law applicable to LLC’s, if not changed in an operating agreement.  Perhaps the biggest change is an entirely new provision, which now provides specific authority for the creation of officers within the operating agreement. The operating agreement may also now designate the title, powers, duties, and term of office for each officer and importantly, each officer has only the powers and duties specified in the written operating agreement. The operating agreements may now also modify, increase, decrease, limit or eliminate the duties or the liability of a member or manager for breach of duties.  The new law also requires members to unanimously agree to dissolve an LLC created after June 30, 2013, unless the written operating agreement provides otherwise.

Finally, the new law adds a section regarding estate planning, which allows any member of an LLC to transfer their interest on death, subject to any restrictions mentioned in the operating agreement.  If a member’s interest was originally issued to two or more individuals then the individuals will have the voting rights of a single member, unless another provision exists in the operating agreement.

With these new changes, having an updated and correct written operating agreement is more important than ever. You are encouraged to review your company’s operating agreement and assess what changes may need to be made due to the above law.  If you have any questions about this Article, contact a member of Yoder Ainlay Ulmer & Buckingham’s Corporate Practice Group at (574)-533-1171.

Disclaimer: These materials are for informational purposes only and should not be construed as legal advice on any specific facts or circumstances. We recommend you consult a lawyer if you want professional assurance that your interpretation of these materials is appropriate to your particular situation.

 ©  Yoder Ainlay Ulmer & Buckingham, LLP [June 2013]