Indiana § 23-18-3-1 - Members and managers as agents; companies existing on or before June 30, 1999
Full text of Indiana Indiana Code § 23-18-3-1 — Members and managers as agents; companies existing on or before June 30, 1999, with citation guidance and answers to common questions.
§ 23-18-3-1. Members and managers as agents; companies existing on or before June 30, 1999
Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) Except as provided in subsection (c), each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:
(1) the acting member does not have authority to act for the limited liability company in the particular matter; and
(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.
(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:
(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and
(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager so acting does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.
(d) An act of a manager or a member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.1.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-18-3-1
What does Indiana Code § 23-18-3-1 cover?
Section 23-18-3-1 ("Members and managers as agents; companies existing on or before June 30, 1999") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Indiana § 23-18-3-1?
A common citation format is "Indiana Code § 23-18-3-1" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 23-18-3-1 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.