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 certificateof limited partnership, unless otherwise provided in the partnershipagreement, additional general partners may be admitted only with thespecific 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 limitedpartnership upon the happening of any of the following events:
(1) The general partner withdraws from the limited partnershipas provided in IC 23-16-7-2.
(2) The general partner ceases to be a member of the limitedpartnership as provided in IC 23-16-8-2.
(3) The general partner is removed as a general partner inaccordance with the partnership agreement.
(4) Unless otherwise provided in the partnership agreement, orwith the specific written consent of all partners, the generalpartner:
(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 ofrelief is entered against the general partner in anybankruptcy or insolvency proceeding;
(D) files a petition or answer seeking for the general partnerany 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 tocontest the material allegations of a petition filed against thegeneral partner in any proceeding described in clause (D); or
(F) seeks, consents to, or acquiesces in the appointment of atrustee, receiver, or liquidator of the general partner or of allor a substantial part of the general partner's properties.
(5) Unless otherwise provided in the partnership agreement, orwith the specific written consent of all partners:
(A) in the case of any proceeding against the general partnerseeking reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief underany statute, rule, or regulation, the continuation of theproceeding, without dismissal, one hundred twenty (120)days after the proceeding was commenced; or
(B) in the case of the appointment, without the generalpartner's consent or acquiescence, of a trustee, receiver, orliquidator of the general partner or of all or any substantial
part of the general partner's properties, the absence of anyorder 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 withinninety (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 generalpartner incompetent to manage the general partner's ownperson or property.
(7) In the case of a general partner who is acting as a generalpartner by virtue of being a trustee of a trust, the trustterminates (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 iscommenced.
(9) In the case of a general partner that is a corporation, acertificate of dissolution, or its equivalent, is filed for thecorporation or the corporation's charter is revoked.
(10) In the case of a general partner that is an estate, thefiduciary distributes the estate's entire interest in the limitedpartnership.
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 partnershipagreement, a general partner of a limited partnership has the rightsand powers of, and is subject to the restrictions of, a partner in apartnership without limited partners.
(b) Except as provided in this article, a general partner of alimited partnership has the liabilities of a partner in a partnershipwithout limited partners to persons other than the partnership and theother partners.
(c) Except as provided in this article or in the partnershipagreement, a general partner of a limited partnership has theliabilities of a partner in a partnership without limited partners to thepartnership 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 makecontributions to the partnership, share in the profits and losses of thepartnership, and share in distributions from the limited partnershipas a general partner. A general partner also may make contributionsand share in profits, losses, and distributions as a limited partner.
(b) A person who is both a general partner and a limited partnerhas the rights and powers of a general partner and is subject to therestrictions and liabilities of a general partner and, except as
provided in the partnership agreement, also has the powers, and issubject to the restrictions, of a limited partner to the extent of theperson'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 orgroups of general partners having such relative rights, powers, andduties as the partnership agreement may provide, and may makeprovision for the future creation, in the manner provided in thepartnership agreement, of additional classes or groups of generalpartners having such relative rights, powers, and duties as may fromtime to time be established (including rights, powers, and dutiessenior to existing classes and groups of general partners).
(b) The partnership agreement may grant to all the generalpartners, or to certain identified general partners, or to a specifiedclass or group of general partners, the right to vote (on a per capitaor any other basis), separately or with all or any class or group of thelimited partners on any matter.
(c) A partnership agreement that grants a right to vote may setforth provisions relating to the following:
(1) Notice of the time, place, or purpose of any meeting atwhich 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 voteunder the partnership agreement.
As added by P.L.147-1988, SEC.1.