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Indiana Code Title 23. Business and Other Associations § 23-18.1-5-1

Current as of January 02, 2024 | Updated by Findlaw Staff

Sec. 1. (a) Notwithstanding any other law, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of the series only, and not against the assets of the master limited liability company generally or any other series of the master limited liability company if all the following apply:

(1) The operating agreement so provides.

(2) The operating agreement of the master limited liability company establishes or provides for the establishment of one (1) or more series.

(3) The records maintained for the series account for the assets associated with the series separately from the other assets of the master limited liability company and any other series of the master limited liability company.

(4) Notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the master limited liability company.

(5) The master limited liability company has filed articles of designation for each series that is to have limited liability under this section.

(b) Unless otherwise specifically provided in the operating agreement, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to:

(1) the master limited liability company generally are not enforceable against the assets of a particular series;  or

(2) any series of the master limited liability company are not enforceable against the assets of any other series of the master limited liability company.

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Cite this article: FindLaw.com - Indiana Code Title 23. Business and Other Associations § 23-18.1-5-1 - last updated January 02, 2024 | https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-18-1-5-1/

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