CHAPTER 7. DISTRIBUTIONS AND WITHDRAWALS
IC 23-16-7
Chapter 7. Distributions and Withdrawals
IC 23-16-7-1
Interim distributions
Sec. 1. Except as provided in this chapter, a partner is entitled to
receive distributions from a limited partnership before the partner's
withdrawal from the limited partnership and before the dissolution
and winding up of the limited partnership to the extent and at the
times or upon the happening of the events specified in the
partnership agreement.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-2
Withdrawal of general partner
Sec. 2. A general partner may withdraw from a limited partnership
at any time by giving written notice to the other partners. However,
if the general partner's withdrawal violates the partnership
agreement, the limited partnership may recover from the withdrawing
general partner damages for breach of the partnership agreement and
may offset the damages against the amount otherwise distributable
to the withdrawing general partner in addition to any remedies
otherwise available under applicable law.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-3
Withdrawal of limited partner
Sec. 3. A limited partner may withdraw from a limited partnership
at the time or upon the happening of events specified in the
partnership agreement and in accordance with the partnership
agreement. If the partnership agreement does not specify in writing:
(1) the time or the events upon the happening of which a limited
partner may withdraw; or
(2) a definite time for the dissolution and winding up of the
limited partnership;
a limited partner may withdraw upon not less than six (6) months
prior written notice to each general partner at the general partner's
address as set forth in the certificate of limited partnership filed in
the office of the secretary of state.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-4
Distribution upon withdrawal
Sec. 4. Except as provided in this chapter, upon withdrawal any
withdrawing partner is entitled to receive any distribution to which
the withdrawing partner is entitled under the partnership agreement
and, if not otherwise provided in the partnership agreement, the
withdrawing partner is entitled to receive, within a reasonable time
after withdrawal, the fair value of the withdrawing partner's interest
in the limited partnership as of the date of withdrawal based upon the
withdrawing partner's right to share in distributions from the limited
partnership.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-5
Distribution in kind
Sec. 5. (a) Except as provided in the partnership agreement, a
partner, regardless of the nature of the partner's contribution, has no
right to demand and receive any distribution from a limited
partnership in any form other than cash.
(b) Except as provided in the partnership agreement, a partner
may not be compelled to accept a distribution of any asset in kind
from a limited partnership to the extent that the percentage of the
asset distributed to the partner exceeds a percentage of that asset that
is equal to the percentage in which the partner shares in distributions
from the limited partnership.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-6
Right to distribution
Sec. 6. At the time a partner becomes entitled to receive a
distribution, the partner has the status of, and is entitled to all
remedies available to, a creditor of the limited partnership with
respect to the distribution.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-7
Limitations on distribution
Sec. 7. A partner may not receive a distribution from a limited
partnership to the extent that at the time of the distribution, after
giving effect to the distribution, all liabilities of the limited
partnership, other than liabilities to partners on account of their
partnership interests, would exceed the fair value of the partnership
assets.
As added by P.L.147-1988, SEC.1.
IC 23-16-7-8
Liability upon return of contribution
Sec. 8. (a) If a partner has received the return of any part of the
partner's contribution without violation of the partnership agreement
or this article, the partner is liable to the limited partnership for a
period of one (1) year after receiving the return of contribution for
the amount of the returned contribution, but only to the extent
necessary to discharge the limited partnership's liabilities to creditors
who extended credit to the limited partnership during the period the
contribution was held by the partnership.
(b) If a partner has received the return of any part of the partner's
contribution in violation of the partnership agreement or this article,
the partner is liable to the limited partnership for a period of six (6)
years after receiving the return of contribution for the amount of the
contribution wrongfully returned.
(c) A partner receives a return of the partner's contribution to the
extent that a distribution to the partner reduces the partner's share of
the fair value of the net assets of the limited partnership below the
agreed value (as stated in the records of the limited partnership) of
the partner's contribution that has not been distributed to the partner.
As added by P.L.147-1988, SEC.1.