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 has
no 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 a
limited partnership or entitle the assignee to become a partner
or to exercise any rights or powers of a partner;
(3) an assignment entitles the assignee to share in the profits
and losses, to receive the distribution or distributions, and to
receive the allocation of income, gain, loss, deduction, or credit
or similar item to which the assignor was entitled, to the extent
assigned; and
(4) a partner ceases to be a partner and to have the power to
exercise any rights or powers of a partner upon assignment of
all 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 a
partner, the court may charge the partnership interest of the partner
with payment of the unsatisfied amount of the judgment, with
interest. To the extent so charged, the judgment creditor has only the
rights of an assignee of the partnership interest. This article does not
deprive any partner of the benefit of any exemption laws applicable
to 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 an
assignee of a general partner, may become a limited partner, if and
to 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 the
extent assigned, the rights and powers, and is subject to the
restrictions and liabilities, of a limited partner under the partnership
agreement and this article. An assignee who becomes a limited
partner also is liable for the obligations of the assignor to make
contributions as provided in IC 23-16-6-2. However, the assignee is
not obligated for liabilities that were unknown to the assignee at the
time the assignee became a limited partner and that could not be
ascertained from the partnership agreement. Additionally, the
assignee is not liable for any accrued liabilities of the assignor at the
time of such assignment unless the assignee specifically assumes
such liabilities.
(c) If an assignee of a partnership interest becomes a limited
partner, the assignor is not released from the assignor's liabilities to
the limited partnership under IC 23-16-3-8, IC 23-16-6, and
IC 23-16-7, unless such liabilities are specifically assumed by the
assignee 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 court
adjudges the partner to be mentally incompetent, the partner's
personal representative, guardian, conservator, or other legal
representative may exercise all of the partner's rights for the purpose
of settling the partner's estate or administering the partner's property,
including any power the partner had to give an assignee the right to
become a limited partner.
(b) If a partner is a corporation, trust, or other entity and is
dissolved or terminated, the powers of that partner may be exercised
by the partner's legal representative or successor. As added by P.L.147-1988, SEC.1. Amended by P.L.33-1989,
SEC.22.
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 has
no 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 a
limited partnership or entitle the assignee to become a partner
or to exercise any rights or powers of a partner;
(3) an assignment entitles the assignee to share in the profits
and losses, to receive the distribution or distributions, and to
receive the allocation of income, gain, loss, deduction, or credit
or similar item to which the assignor was entitled, to the extent
assigned; and
(4) a partner ceases to be a partner and to have the power to
exercise any rights or powers of a partner upon assignment of
all 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 a
partner, the court may charge the partnership interest of the partner
with payment of the unsatisfied amount of the judgment, with
interest. To the extent so charged, the judgment creditor has only the
rights of an assignee of the partnership interest. This article does not
deprive any partner of the benefit of any exemption laws applicable
to 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 an
assignee of a general partner, may become a limited partner, if and
to 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 the
extent assigned, the rights and powers, and is subject to the
restrictions and liabilities, of a limited partner under the partnership
agreement and this article. An assignee who becomes a limited
partner also is liable for the obligations of the assignor to make
contributions as provided in IC 23-16-6-2. However, the assignee is
not obligated for liabilities that were unknown to the assignee at the
time the assignee became a limited partner and that could not be
ascertained from the partnership agreement. Additionally, the
assignee is not liable for any accrued liabilities of the assignor at the
time of such assignment unless the assignee specifically assumes
such liabilities.
(c) If an assignee of a partnership interest becomes a limited
partner, the assignor is not released from the assignor's liabilities to
the limited partnership under IC 23-16-3-8, IC 23-16-6, and
IC 23-16-7, unless such liabilities are specifically assumed by the
assignee 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 court
adjudges the partner to be mentally incompetent, the partner's
personal representative, guardian, conservator, or other legal
representative may exercise all of the partner's rights for the purpose
of settling the partner's estate or administering the partner's property,
including any power the partner had to give an assignee the right to
become a limited partner.
(b) If a partner is a corporation, trust, or other entity and is
dissolved or terminated, the powers of that partner may be exercised
by the partner's legal representative or successor. As added by P.L.147-1988, SEC.1. Amended by P.L.33-1989,
SEC.22.
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 has
no 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 a
limited partnership or entitle the assignee to become a partner
or to exercise any rights or powers of a partner;
(3) an assignment entitles the assignee to share in the profits
and losses, to receive the distribution or distributions, and to
receive the allocation of income, gain, loss, deduction, or credit
or similar item to which the assignor was entitled, to the extent
assigned; and
(4) a partner ceases to be a partner and to have the power to
exercise any rights or powers of a partner upon assignment of
all 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 a
partner, the court may charge the partnership interest of the partner
with payment of the unsatisfied amount of the judgment, with
interest. To the extent so charged, the judgment creditor has only the
rights of an assignee of the partnership interest. This article does not
deprive any partner of the benefit of any exemption laws applicable
to 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 an
assignee of a general partner, may become a limited partner, if and
to 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 the
extent assigned, the rights and powers, and is subject to the
restrictions and liabilities, of a limited partner under the partnership
agreement and this article. An assignee who becomes a limited
partner also is liable for the obligations of the assignor to make
contributions as provided in IC 23-16-6-2. However, the assignee is
not obligated for liabilities that were unknown to the assignee at the
time the assignee became a limited partner and that could not be
ascertained from the partnership agreement. Additionally, the
assignee is not liable for any accrued liabilities of the assignor at the
time of such assignment unless the assignee specifically assumes
such liabilities.
(c) If an assignee of a partnership interest becomes a limited
partner, the assignor is not released from the assignor's liabilities to
the limited partnership under IC 23-16-3-8, IC 23-16-6, and
IC 23-16-7, unless such liabilities are specifically assumed by the
assignee 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 court
adjudges the partner to be mentally incompetent, the partner's
personal representative, guardian, conservator, or other legal
representative may exercise all of the partner's rights for the purpose
of settling the partner's estate or administering the partner's property,
including any power the partner had to give an assignee the right to
become a limited partner.
(b) If a partner is a corporation, trust, or other entity and is
dissolved or terminated, the powers of that partner may be exercised
by the partner's legal representative or successor. As added by P.L.147-1988, SEC.1. Amended by P.L.33-1989,
SEC.22.
