Indiana § 23-18-4-2 - Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager
Full text of Indiana Indiana Code § 23-18-4-2 — Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager, with citation guidance and answers to common questions.
§ 23-18-4-2. Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager
Sec. 2. (a) Unless otherwise provided in a written operating agreement, a member or manager is not liable for damages to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, unless the act or omission constitutes willful misconduct or recklessness.
(b) Unless otherwise provided in a written operating agreement, each member and manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by the manager or member without the consent of a majority of the disinterested managers or members or other persons participating in the management of the business or affairs of the limited liability company from:
(1) a transaction connected with the conduct or winding up of the limited liability company; or
(2) any use by the manager or member of the limited liability company's property, including confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member because of the manager's or member's status as manager or member.
(c) Unless otherwise provided in a written operating agreement, a member of a limited liability company in which the articles of organization provide for a manager or managers and who is not a manager has no duties to the limited liability company or to the other members solely by reason of acting in the capacity as a member.
As added by P.L.8-1993, SEC.301.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-18-4-2
What does Indiana Code § 23-18-4-2 cover?
Section 23-18-4-2 ("Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager") 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 § 23-18-4-2?
A common citation format is "Indiana Code § 23-18-4-2" (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 § 23-18-4-2 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.