CHAPTER 5. GENERAL PARTNERS - Indiana Statutes

IC 23-16-5
     Chapter 5. General Partners

IC 23-16-5-1
Admission of additional general partners
     Sec. 1. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the specific written consent of each partner.
As added by P.L.147-1988, SEC.1.

IC 23-16-5-2
Events of withdrawal
     Sec. 2. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
        (1) The general partner withdraws from the limited partnership as provided in IC 23-16-7-2.
        (2) The general partner ceases to be a member of the limited partnership as provided in IC 23-16-8-2.
        (3) The general partner is removed as a general partner in accordance with the partnership agreement.
        (4) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners, the general partner:
            (A) makes an assignment for the benefit of creditors;
            (B) files a voluntary petition in bankruptcy;
            (C) is adjudged a bankrupt or an insolvent, or an order of relief is entered against the general partner in any bankruptcy or insolvency proceeding;
            (D) files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;
            (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding described in clause (D); or
            (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties.
        (5) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners:
            (A) in the case of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, rule, or regulation, the continuation of the proceeding, without dismissal, one hundred twenty (120) days after the proceeding was commenced; or
            (B) in the case of the appointment, without the general partner's consent or acquiescence, of a trustee, receiver, or liquidator of the general partner or of all or any substantial

part of the general partner's properties, the absence of any order vacating or staying the appointment within ninety (90) days after the appointment, or, if the appointment is stayed, the absence of any order vacating the appointment within ninety (90) days after the stay expires.
        (6) In the case of a general partner who is an individual:
            (A) the general partner dies; or
            (B) an order is entered by a court adjudicating the general partner incompetent to manage the general partner's own person or property.
        (7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the trust terminates (but not merely the substitution of a new trustee).
        (8) In the case of a general partner that is a separate partnership, the separate partnership dissolves and winding up is commenced.
        (9) In the case of a general partner that is a corporation, a certificate of dissolution, or its equivalent, is filed for the corporation or the corporation's charter is revoked.
        (10) In the case of a general partner that is an estate, the fiduciary distributes the estate's entire interest in the limited partnership.
As added by P.L.147-1988, SEC.1.

IC 23-16-5-3
General powers and liabilities
     Sec. 3. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers of, and is subject to the restrictions of, a partner in a partnership without limited partners.
    (b) Except as provided in this article, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
    (c) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
As added by P.L.147-1988, SEC.1.

IC 23-16-5-4
Contributions by general partner
     Sec. 4. (a) A general partner of a limited partnership may make contributions to the partnership, share in the profits and losses of the partnership, and share in distributions from the limited partnership as a general partner. A general partner also may make contributions and share in profits, losses, and distributions as a limited partner.
    (b) A person who is both a general partner and a limited partner has the rights and powers of a general partner and is subject to the restrictions and liabilities of a general partner and, except as

provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person's participation in the partnership as a limited partner.
As added by P.L.147-1988, SEC.1.

IC 23-16-5-5
Classes or groups of general partners; rights, powers, and duties; voting
     Sec. 5. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of general partners having such relative rights, powers, and duties as may from time to time be established (including rights, powers, and duties senior to existing classes and groups of general partners).
    (b) The partnership agreement may grant to all the general partners, or to certain identified general partners, or to a specified class or group of general partners, the right to vote (on a per capita or any other basis), separately or with all or any class or group of the limited partners on any matter.
    (c) A partnership agreement that grants a right to vote may set forth provisions relating to the following:
        (1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners.
        (2) Waiver of the notice described in subdivision (1).
        (3) Action by written consent without a meeting.
        (4) The establishment of a record date.
        (5) Quorum requirements.
        (6) Voting in person or by proxy.
        (7) Any other matter concerning the exercise of a right to vote under the partnership agreement.
As added by P.L.147-1988, SEC.1.