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 toreceive distributions from a limited partnership before the partner'swithdrawal from the limited partnership and before the dissolutionand winding up of the limited partnership to the extent and at thetimes or upon the happening of the events specified in thepartnership 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 partnershipat any time by giving written notice to the other partners. However,if the general partner's withdrawal violates the partnershipagreement, the limited partnership may recover from the withdrawinggeneral partner damages for breach of the partnership agreement andmay offset the damages against the amount otherwise distributableto the withdrawing general partner in addition to any remediesotherwise 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 partnershipat the time or upon the happening of events specified in thepartnership agreement and in accordance with the partnershipagreement. If the partnership agreement does not specify in writing:
        (1) the time or the events upon the happening of which a limitedpartner may withdraw; or
        (2) a definite time for the dissolution and winding up of thelimited partnership;
a limited partner may withdraw upon not less than six (6) monthsprior written notice to each general partner at the general partner'saddress as set forth in the certificate of limited partnership filed inthe 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 anywithdrawing partner is entitled to receive any distribution to whichthe withdrawing partner is entitled under the partnership agreementand, if not otherwise provided in the partnership agreement, thewithdrawing partner is entitled to receive, within a reasonable timeafter withdrawal, the fair value of the withdrawing partner's interestin the limited partnership as of the date of withdrawal based upon the

withdrawing partner's right to share in distributions from the limitedpartnership.
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, apartner, regardless of the nature of the partner's contribution, has noright to demand and receive any distribution from a limitedpartnership in any form other than cash.
    (b) Except as provided in the partnership agreement, a partnermay not be compelled to accept a distribution of any asset in kindfrom a limited partnership to the extent that the percentage of theasset distributed to the partner exceeds a percentage of that asset thatis equal to the percentage in which the partner shares in distributionsfrom 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 adistribution, the partner has the status of, and is entitled to allremedies available to, a creditor of the limited partnership withrespect 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 limitedpartnership to the extent that at the time of the distribution, aftergiving effect to the distribution, all liabilities of the limitedpartnership, other than liabilities to partners on account of theirpartnership interests, would exceed the fair value of the partnershipassets.
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 thepartner's contribution without violation of the partnership agreementor this article, the partner is liable to the limited partnership for aperiod of one (1) year after receiving the return of contribution forthe amount of the returned contribution, but only to the extentnecessary to discharge the limited partnership's liabilities to creditorswho extended credit to the limited partnership during the period thecontribution was held by the partnership.
    (b) If a partner has received the return of any part of the partner'scontribution 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 theextent that a distribution to the partner reduces the partner's share ofthe fair value of the net assets of the limited partnership below theagreed value (as stated in the records of the limited partnership) ofthe partner's contribution that has not been distributed to the partner.
As added by P.L.147-1988, SEC.1.