CHAPTER 5. GENERAL PARTNERS
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.