CHAPTER 9. DISSOLUTION
IC 23-16-9
Chapter 9. Dissolution
IC 23-16-9-1
Nonjudicial dissolution
Sec. 1. (a) A limited partnership is dissolved and its affairs shall
be wound up upon the occurrence of the first of the following:
(1) At the time specified in the certificate of limited partnership.
(2) Upon the occurrence of events specified in the partnership
agreement.
(3) Subject to a requirement in the partnership agreement
requiring the approval by a greater or lesser percentage of
limited partners and general partners, upon the written consent
of all general partners and the affirmative vote of two-thirds
(2/3) in interest of each class of limited partners.
(4) Except as provided in subsection (b), an event of withdrawal
of a general partner, unless:
(A) at the time there is at least one (1) other general partner;
(B) the partnership agreement permits the business of the
limited partnership to be carried on by the remaining general
partner; and
(C) the remaining general partner carries on the business of
the limited partnership.
(5) The entry of a decree of judicial dissolution under section
2 of this chapter.
(b) A limited partnership is not dissolved and is not required to be
wound up by reason of any event of withdrawal of a general partner
if, within ninety (90) days after the withdrawal, all partners (or such
lesser percentage as may be provided in the partnership agreement)
agree in writing to continue the business of the limited partnership
and agree in writing to the appointment of one (1) or more additional
general partners if necessary or desired.
As added by P.L.147-1988, SEC.1.
IC 23-16-9-2
Judicial dissolution
Sec. 2. On application by or for a partner, the circuit or superior
court of the county in which the office of the limited partnership
referred to in IC 23-16-2-3 is located may decree dissolution of a
limited partnership whenever it is not reasonably practicable to carry
on the business in conformity with the partnership agreement. If the
office referred to in IC 23-16-2-3 is not within Indiana, the
application may be made to the circuit or superior court of the county
in which the registered agent referred to in IC 23-16-2-3 is located.
As added by P.L.147-1988, SEC.1.
IC 23-16-9-3
Winding up
Sec. 3. (a) Unless otherwise provided in the partnership
agreement, the general partners who have not wrongfully dissolved
a limited partnership or, if none, the limited partners, may wind up
the limited partnership's affairs. However, the circuit or superior
court of the county in which the office of the limited partnership
referred to in IC 23-16-2-3 is located, or if the office referred to in
IC 23-16-2-3 is not within Indiana, the circuit or superior court of the
county in which the business address of the registered agent referred
to in IC 23-16-2-3 is located, may wind up the limited partnership's
affairs upon application of any partner or of any partner's legal
representative or assignee, and in connection with the winding up,
may appoint a liquidating trustee.
(b) Upon the dissolution of a limited partnership, the persons
winding up the affairs of a limited partnership may, in the name of
the limited partnership and for and on behalf of the limited
partnership, prosecute and defend civil, criminal, and administrative
proceedings, settle and close the limited partnership's business,
dispose of and convey the limited partnership's property, discharge
the limited partnership's liabilities, and distribute to the partners any
remaining assets of the limited partnership, all without affecting the
liability of limited partners.
As added by P.L.147-1988, SEC.1.
IC 23-16-9-4
Distribution of assets
Sec. 4. Upon the winding up of a limited partnership, the assets
shall be distributed as follows:
(1) To creditors, including partners who are creditors, to the
extent permitted by law, in satisfaction of liabilities of the
limited partnership (whether by payment or by establishment of
adequate reserves) other than liabilities for distributions to
partners under IC 23-16-7-1 and IC 23-16-7-4.
(2) Unless otherwise provided in the partnership agreement, to
partners and former partners in satisfaction of liabilities for
distributions under IC 23-16-7-1 and IC 23-16-7-4.
(3) Unless otherwise provided in the partnership agreement, to
partners first for the return of their contributions and second
respecting their partnership interests, in the proportions in
which the partners share in distributions.
As added by P.L.147-1988, SEC.1.