The state of Indiana does not require that any company provide this document, should the members decide against its provision would mean that the members of the company would become personally liable, should they ever be faced with litigation-related situations. The completion of this form would not only organize the company on many levels, but it would also protect the members from the loss of their private personal and financial assets. Completion of the form would also allow for tax benefits, unavailable if the document is not filed.

The members would be strongly advised to review all of the information contained in the document. To do so would allow the members the ability to gauge their overall understanding of the language. If any of the members are uncertain about any portion of the form, it may be necessary to consult with a knowledgeable attorney, to ensure that all contributing members are in complete understanding.

Member signatures will be required upon various pages of the document and must only provide signatures in service of a notary public.

How to Write

Step 1 – Download the document – Enter the company name at the top of the page

Step 2 – The Agreement – Provide the following information:

• The date whereas the document would become effective, in mm/dd/yyyy format
• Provide names of all members of the company

Step 3 – Organization – Members read the following titles, and enter all required information, as follows:

Formation –

• Submit an effective date as to when the members shall form the entity, in mm/dd/yyyy format
• Provide the name of the company in the line provided
• Enter the name of the company that shall be used for the principal conductor of the company

Name –

• Enter the name of the company to be used to conduct principal business
• Purpose – Read the statement

Office –

• Provide the physical address where the company shall maintain the principal of the business

Registered Agent –

• Submit the full name of the agent that has been initially registered
• Enter the registered office address

Term –

• Provide the date when the company is expected to commence, in mm/dd/yyyy format

Review the final two titles:

• Names and Addresses of Members
• Admission of Additional Members

Step 4 – Titled Sections and Subsection for Review – The members of the entity must carefully read all of the following sections and subsections:

• Capital Contributions (subsections 2.1 through 2.3
• Allocations of Profits and Losses; Distributions (subsections 3.1 through 3.3)
• Indemnification
• Powers and Duties of Managers, Section 5.1 ( review subsections 5.1.1 through 5.3)
• Salaries, Reimbursement, and Payment of Expenses ( read subsections 6.1 through 6.3)
• Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking (read subsections 7.1 through 7.4)
• Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – also, 8.4 (subsection 8.4.1) and 8.5 (subsections 8.5.1 through 8.5.5)
• Dissolution – Read 9.1 (and subsections 9.1.1 through 9.1.4), as well, 9.2 (subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – The members must read all the information provided under these titles:

• Amendments
• Governing Law
• Entire Agreement; Modification
• Attorney Fees
• Further Effect
• Severability
• Captions
• Notices

Step 6 – Additional Required Documents: Member’s Signatures, Notarizations – Members, must provide signatures to the remaining documentation but only before a Notary Public –

• Print or type Member’s names
• Members must enter their respective signatures

Listing of Members – Schedule 1 –

• Enter the name of the company in the line at the top of the document
• Submit a date, indicating when the members’ list is being created, in dd/m/yy format
• Enter member names
• Submit the complete addresses for all members
• Type or print member’s names
• Members must submit their signatures

Listing of Capital Contributions -Schedule 2 –

• Provide the company in the line at the top of the document
• Submit the member’s names
• Submit the respective member’s contribution ($100.00 minimum is required, no further obligation provide future contribution)
• Submit the member’s percentage of interest/ownership
• Provide the date of member’s signatures, in dd/m/yy format
• Members must print or type their names
• Members must also enter their signatures

Listing of Valuation of Members Interest – Schedule 3 –

• Enter the name of the company at the top of the form
• Enter member’s names
• Submit the amount indicating the member’s Valuation Endorsement
• Provide the date of member’s signatures, in dd/m/yy format
• Type/print the member’s names
• The members must enter signatures

Step 7 – Notarization –

• Once all members signatures have been witnessed by the notary public, the notary shall complete the notary section. This action shall acknowledge the member’s signatures. The notary public must also finalize the information by submitting their own signature and affix the notary stamp or seal.

When the document is complete, copies must be provided to each member for their safe, record keeping.