Indiana Business Law Blog
Not just the questions, but also the answers!
1. I know that a limited liability company is created when articles of organization are filed with the Indiana Secretary of State. What information is in the articles of organization?
Surprisingly little information is absolutely required. The bare minimum:
- The name of the LLC. The name must generally be distinguishable from the name of any other entity that is required to file documents with the Secretary of State and it must include the “limited liability company,” “LLC,” “L.L.C.” (Generally, but not always. If the LLC’s name is not distinguishable from the name of another entity the name may still be used if the owners of the other entity give their consent.) Note that two names are not considered distinguishable if the only difference between them is, for example, “LLC” versus “Inc.” In other words, Indiana Construction Management, LLC is not considered distinguishable from Indiana Construction Management, Inc.
- The street address of the company’s registered office in Indiana and the name of the company’s registered agent whose business address is the same as the address of the registered office. The registered agent can be an individual, a corporation, a nonprofit corporation, or another LLC.
- A representation that the person named as registered agent has consented to serve as registered agent.
- The latest date that the company will dissolve or a statement that the duration of the company is perpetual until dissolved in accordance with the Indiana LLC statute.
- If the company is to be managed by managers, a statement to that effect. (Technically, no statement is required if the LLC will be managed by its members; in other words, management by members is the default. However, the Secretary of State’s form requires a statement one way or the other.)
- The name and signature of the person, who need not be a member, submitting the articles.
2. Are the articles of organization available to the public?
Yes, readily available on the Secretary of State’s web site.
3. What is the Secretary of State’s filing fee for articles of organization?
The fee is $90 if you file articles of organization on paper, a bit less if you file the articles online.
4. Does Indiana require an operating agreement for every LLC?
No, but it is a good practice for every LLC, even those with only one member, to have an operating agreement.
5. Is the operating agreement a public document?
Generally, no. Unlike the articles of organization, the operating agreement does not have to be filed with the Secretary of State.
6. You didn’t mention the names of the members as part of the information required for the articles of organization. Does that mean the members of an Indiana LLC can remain anonymous?
Sort of. The names of the members need not be filed with the Secretary of State; the Secretary’s form for online filing has a place to name one or more members, but that information is optional. However, various federal and state tax forms require the members to be named, and there are other circumstances, such as litigation involving the company, in which the names of the members will likely be disclosed. But is possible to form an Indiana LLC without publicly disclosing the names of the members.
7. What about the LLC’s business or mailing address? Is that available to the public?
Strictly speaking, the company’s business or mailing address (which need not be a street address and need not be inside Indiana) need not be included in the articles of organization. As with the names of the members, the company’s address must be disclosed to the federal and state taxing authorities, and perhaps others. As a practical matter, most companies include their addresses in their articles of organization, but technically that information is optional.