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 orproperty 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 thelimited partnership is not enforceable unless set out in a writingsigned by the limited partner.
(b) Except as provided in the partnership agreement, a partner isobligated to the limited partnership to perform any enforceablepromise to contribute cash or property or to perform services, evenif the partner is unable to perform because of death, disability, or anyother reason. If a partner does not make a required contribution ofproperty or services, the partner is obligated at the option of thelimited partnership to contribute cash equal to that portion of theagreed value (as stated in the partnership records of the limitedpartnership) of the contribution that has not been made. The optionprovided under this subsection is in addition to, and is not in lieu of,any other rights, including the right to specific performance, that thelimited partnership may have against such a partner under thepartnership agreement or applicable law.
(c) Unless otherwise provided in the partnership agreement, theobligation of a partner to make a contribution or to return money orother property paid or distributed in violation of this article may becompromised only by written consent of all the partners.Notwithstanding any such compromise, a creditor of a limitedpartnership who extends credit or otherwise acts in reliance on thatobligation after the partner signs a writing (including the partnershipagreement and any amendment to the partnership agreement) thatreflects the obligation and before the amendment or cancellation ofthe partnership agreement to reflect the compromise, may enforce theoriginal obligation to the extent that, in extending credit, the creditorreasonably relied on the obligation of a partner to make acontribution.
(d) A partnership agreement may provide that the interest of anypartner who fails to make any contribution that the partner isobligated to make is subject to specified penalties for, or specifiedconsequences of, the failure. Penalties or consequences provided forin the partnership agreement may include the following:
(1) Reducing the defaulting partner's proportionate interest inthe 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 tomeet the defaulting partner's commitment.
(6) A fixing of the value of the defaulting partner's partnershipinterest by appraisal or by formula and the redemption or saleof 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 beallocated among the partners, and among classes or groups ofpartners, in the manner provided in the partnership agreement. If thepartnership agreement does not so provide, profits and losses shall beallocated on the basis of the agreed value (as stated in the records ofthe limited partnership) of the contributions made by each partner tothe extent they have been received by the partnership and have notbeen 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 limitedpartnership shall be allocated among the partners, and among classesand groups of partners, in the manner provided in the partnershipagreement. If the partnership agreement does not so provide,distributions shall be made on the basis of the agreed value (as statedin the records of the limited partnership) of the contributions madeby each partner to the extent they have been received by the limitedpartnership and have not been returned.
As added by P.L.147-1988, SEC.1.