Indiana Code
Ind. Code § 23-18-4-13 (2025)
Policy
✓ 2025 Indiana Code: the 2026 session is not included
Sec. 13. The policy of this article is to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies.
As added by P.L.40-2013, SEC.9.
IC 23-18-5Chapter 5. Finance
23-18-5-1Promises to contribute property or services;
enforceability
23-18-5-2Obligation to make capital contribution or other
payment; compromise; effect; remedies or
consequences of nonpayment
23-18-5-3Allocation of profits and losses
23-18-5-4Shared distributions of cash or other assets
23-18-5-5Dissociation; companies existing on or before
June 30, 1999
23-18-5-5.1Dissociation; companies formed after June 30,
1999
23-18-5-6Distributions
23-18-5-7Unlawful distributions; liability
23-18-5-8Distributions in kind
23-18-5-9Status of member entitled to receive distribution
Notes of Decisions
Cited in 2
cases (2 in the last 5 years), 2024–2025 · leading case: Andrew Nemeth Props., LLC v. William A Panzica, 234 N.E.3d 183 (Ind. Ct. App. 2024).
Andrew Nemeth Props., LLC v. William A Panzica, 234 N.E.3d 183 (Ind. Ct. App. 2024). “And considering that the Act’s stated policy is, in part, “to give the maximum effect to the principle of freedom of contract,” Ind. Code § 23-18-4-13 , we see no reason why a pre-formation oral contract cannot be the means of establishing that membership.”
Andrew Nemeth Props., LLC v. William A. Panzica, 271 N.E.3d 1100 (Ind. 2025). “Given the Act’s stated policy of giving “maximum effect to the principle of freedom of contract,” I.C. § 23-18-4-13, the court held that a pre-formation oral contract can establish initial membership, Andrew Nemeth Props.”
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