CHAPTER 6. FINANCE
IC 23-16-6
Chapter 6. Finance
IC 23-16-6-1
Form of contribution
Sec. 1. The contribution of a partner may be:
(1) in cash, property, or services rendered; or
(2) a promissory note or other obligation to contribute cash or
property or to perform services.
As added by P.L.147-1988, SEC.1.
IC 23-16-6-2
Liability for contribution
Sec. 2. (a) A promise by a limited partner to contribute to the
limited partnership is not enforceable unless set out in a writing
signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is
obligated to the limited partnership to perform any enforceable
promise to contribute cash or property or to perform services, even
if the partner is unable to perform because of death, disability, or any
other reason. If a partner does not make a required contribution of
property or services, the partner is obligated at the option of the
limited partnership to contribute cash equal to that portion of the
agreed value (as stated in the partnership records of the limited
partnership) of the contribution that has not been made. The option
provided under this subsection is in addition to, and is not in lieu of,
any other rights, including the right to specific performance, that the
limited partnership may have against such a partner under the
partnership agreement or applicable law.
(c) Unless otherwise provided in the partnership agreement, the
obligation of a partner to make a contribution or to return money or
other property paid or distributed in violation of this article may be
compromised only by written consent of all the partners.
Notwithstanding any such compromise, a creditor of a limited
partnership who extends credit or otherwise acts in reliance on that
obligation after the partner signs a writing (including the partnership
agreement and any amendment to the partnership agreement) that
reflects the obligation and before the amendment or cancellation of
the partnership agreement to reflect the compromise, may enforce the
original obligation to the extent that, in extending credit, the creditor
reasonably relied on the obligation of a partner to make a
contribution.
(d) A partnership agreement may provide that the interest of any
partner who fails to make any contribution that the partner is
obligated to make is subject to specified penalties for, or specified
consequences of, the failure. Penalties or consequences provided for
in the partnership agreement may include the following:
(1) Reducing the defaulting partner's proportionate interest in
the limited partnership.
(2) Subordinating the defaulting partner's partnership interest to
that of nondefaulting partners.
(3) A forced sale of the partner's partnership interest.
(4) Forfeiture of the partner's partnership interest.
(5) The lending by other partners of the amount necessary to
meet the defaulting partner's commitment.
(6) A fixing of the value of the defaulting partner's partnership
interest by appraisal or by formula and the redemption or sale
of the defaulting partner's partnership interest at the fixed value.
(7) Any other penalty or consequence.
As added by P.L.147-1988, SEC.1.
IC 23-16-6-3
Sharing of profits and losses
Sec. 3. The profits and losses of a limited partnership shall be
allocated among the partners, and among classes or groups of
partners, in the manner provided in the partnership agreement. If the
partnership agreement does not so provide, profits and losses shall be
allocated on the basis of the agreed value (as stated in the records of
the limited partnership) of the contributions made by each partner to
the extent they have been received by the partnership and have not
been returned.
As added by P.L.147-1988, SEC.1.
IC 23-16-6-4
Sharing of distributions
Sec. 4. Distributions of cash or other assets of a limited
partnership shall be allocated among the partners, and among classes
and groups of partners, in the manner provided in the partnership
agreement. If the partnership agreement does not so provide,
distributions shall be made on the basis of the agreed value (as stated
in the records of the limited partnership) of the contributions made
by each partner to the extent they have been received by the limited
partnership and have not been returned.
As added by P.L.147-1988, SEC.1.