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 shallbe 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 partnershipagreement.
(3) Subject to a requirement in the partnership agreementrequiring the approval by a greater or lesser percentage oflimited partners and general partners, upon the written consentof 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 withdrawalof 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 thelimited partnership to be carried on by the remaining generalpartner; and
(C) the remaining general partner carries on the business ofthe limited partnership.
(5) The entry of a decree of judicial dissolution under section2 of this chapter.
(b) A limited partnership is not dissolved and is not required to bewound up by reason of any event of withdrawal of a general partnerif, within ninety (90) days after the withdrawal, all partners (or suchlesser percentage as may be provided in the partnership agreement)agree in writing to continue the business of the limited partnershipand agree in writing to the appointment of one (1) or more additionalgeneral 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 superiorcourt of the county in which the office of the limited partnershipreferred to in IC 23-16-2-3 is located may decree dissolution of alimited partnership whenever it is not reasonably practicable to carryon the business in conformity with the partnership agreement. If theoffice referred to in IC 23-16-2-3 is not within Indiana, theapplication may be made to the circuit or superior court of the countyin 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 partnershipagreement, the general partners who have not wrongfully dissolved
a limited partnership or, if none, the limited partners, may wind upthe limited partnership's affairs. However, the circuit or superiorcourt of the county in which the office of the limited partnershipreferred to in IC 23-16-2-3 is located, or if the office referred to inIC 23-16-2-3 is not within Indiana, the circuit or superior court of thecounty in which the business address of the registered agent referredto in IC 23-16-2-3 is located, may wind up the limited partnership'saffairs upon application of any partner or of any partner's legalrepresentative or assignee, and in connection with the winding up,may appoint a liquidating trustee.
(b) Upon the dissolution of a limited partnership, the personswinding up the affairs of a limited partnership may, in the name ofthe limited partnership and for and on behalf of the limitedpartnership, prosecute and defend civil, criminal, and administrativeproceedings, settle and close the limited partnership's business,dispose of and convey the limited partnership's property, dischargethe limited partnership's liabilities, and distribute to the partners anyremaining assets of the limited partnership, all without affecting theliability 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 assetsshall be distributed as follows:
(1) To creditors, including partners who are creditors, to theextent permitted by law, in satisfaction of liabilities of thelimited partnership (whether by payment or by establishment ofadequate reserves) other than liabilities for distributions topartners under IC 23-16-7-1 and IC 23-16-7-4.
(2) Unless otherwise provided in the partnership agreement, topartners and former partners in satisfaction of liabilities fordistributions under IC 23-16-7-1 and IC 23-16-7-4.
(3) Unless otherwise provided in the partnership agreement, topartners first for the return of their contributions and secondrespecting their partnership interests, in the proportions inwhich the partners share in distributions.
As added by P.L.147-1988, SEC.1.