CHAPTER 8. ASSIGNMENT OF PARTNERSHIP INTERESTS

IC 23-16-8
    Chapter 8. Assignment of Partnership Interests

IC 23-16-8-1
Nature of partnership interest
    Sec. 1. A partnership interest is personal property. A partner hasno interest in specific limited partnership property.
As added by P.L.147-1988, SEC.1.

IC 23-16-8-2
Assignment of partnership interest
    Sec. 2. Unless otherwise provided in the partnership agreement:
        (1) a partnership interest is assignable in whole or in part;
        (2) an assignment of a partnership interest does not dissolve alimited partnership or entitle the assignee to become a partneror to exercise any rights or powers of a partner;
        (3) an assignment entitles the assignee to share in the profitsand losses, to receive the distribution or distributions, and toreceive the allocation of income, gain, loss, deduction, or creditor similar item to which the assignor was entitled, to the extentassigned; and
        (4) a partner ceases to be a partner and to have the power toexercise any rights or powers of a partner upon assignment ofall of the partner's partnership interest.
As added by P.L.147-1988, SEC.1.

IC 23-16-8-3
Rights of creditor
    Sec. 3. On application to a court by any judgment creditor of apartner, the court may charge the partnership interest of the partnerwith payment of the unsatisfied amount of the judgment, withinterest. To the extent so charged, the judgment creditor has only therights of an assignee of the partnership interest. This article does notdeprive any partner of the benefit of any exemption laws applicableto the partner's partnership interest.
As added by P.L.147-1988, SEC.1.

IC 23-16-8-4
Right of assignee to become limited partner
    Sec. 4. (a) An assignee of a partnership interest, including anassignee of a general partner, may become a limited partner, if andto the extent that:
        (1) the partnership agreement so provides; or
        (2) all other partners consent in writing.
    (b) An assignee who has become a limited partner has, to theextent assigned, the rights and powers, and is subject to therestrictions and liabilities, of a limited partner under the partnershipagreement and this article. An assignee who becomes a limitedpartner also is liable for the obligations of the assignor to makecontributions as provided in IC 23-16-6-2. However, the assignee is

not obligated for liabilities that were unknown to the assignee at thetime the assignee became a limited partner and that could not beascertained from the partnership agreement. Additionally, theassignee is not liable for any accrued liabilities of the assignor at thetime of such assignment unless the assignee specifically assumessuch liabilities.
    (c) If an assignee of a partnership interest becomes a limitedpartner, the assignor is not released from the assignor's liabilities tothe limited partnership under IC 23-16-3-8, IC 23-16-6, andIC 23-16-7, unless such liabilities are specifically assumed by theassignee under subsection (b).
As added by P.L.147-1988, SEC.1.

IC 23-16-8-5
Power of estate of deceased or incompetent partner
    Sec. 5. (a) If a partner who is an individual dies or a courtadjudges the partner to be mentally incompetent, the partner'spersonal representative, guardian, conservator, or other legalrepresentative may exercise all of the partner's rights for the purposeof settling the partner's estate or administering the partner's property,including any power the partner had to give an assignee the right tobecome a limited partner.
    (b) If a partner is a corporation, trust, or other entity and isdissolved or terminated, the powers of that partner may be exercisedby the partner's legal representative or successor.
As added by P.L.147-1988, SEC.1. Amended by P.L.33-1989,SEC.22.