§ 23-16-12-2 — Applicability of article to domestic and foreign limited partnerships after effective date and after repeal of antecedent provisions

Indiana § 23-16-12-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 16: LIMITED PARTNERSHIPS
• Ch. 12: Miscellaneous

Text

(a) After July 1, 1988, this article applies to
all domestic and foreign limited partnerships, except as provided in this
section.
(b) IC 23-16-6-1, IC 23-16-6-2, and IC 23-16-7-8 apply only to
contributions and distributions made after July 1, 1988.
(c) IC 23-16-8-4 applies only to assignments made after July 1,
1988.
(d) IC 23-16-10 (repealed January 1, 2018) does not apply before
January 1, 1989.
(e) Unless agreed otherwise by all of the partners, the applicable
provisions of IC 23-4-2 (repealed effective July 1, 1993) governing
allocation of profits and losses (rather than the provisions of IC 23-16-6-3), distributions to a withdrawing partner (rather than the
provisions of IC 23-16-7-4), and distribution of assets upon the
winding up of a limited partnership (rather than the provisions of IC 23-16-9-4) govern limited partnerships formed before July 1, 1988.
(f) A limited partnership existing under IC 23-4-2 before July 1,
1988, is not required to file a certificate of limited partnership
complying with IC 23-16-3 with the secretary of state, and is not
subject to or governed by IC 23-16-3-2, until the earlier of the
following:
(1) The voluntary filing by the limited partnership of a certificate
of limited partnership with the secretary of state in the manner
required by this article.
(2) July 1, 1993.
(g) Until July 1, 1993, a limited partnership existing under IC 23-4-2 before July 1, 1988, that does not file a certificate of limited
partnership in accordance with subsection (f)(1) is governed by IC 23-4-2.
(h) If a limited partnership existing under IC 23-4-2 before July 1,
1988, does not file a certificate of limited partnership or a certificate of
amendment with the secretary of state by July 1, 1993, and no event has
occurred that, under this article, requires the filing of a certificate of
amendment, then:
(1) the limited partnership continues to exist as a limited
partnership under this article, and the failure to file a certificate
with the secretary of state does not impair the validity of any
contract or act of the limited partnership nor prevent the limited
partnership from defending any action in any court in Indiana;
(2) a limited partner of the limited partnership is not liable as a
general partner solely by reason of the failure to file a certificate
with the secretary of state; and
(3) the limited partnership may not maintain an action in any
court of Indiana until it has filed a certificate with the secretary of
state in compliance with this article.
(i) All references to this article in the limited partnership agreement
and other rules that govern the internal affairs of a limited partnership
are considered references to IC 23-0.5 and IC 23-0.6 also.

Legislative History

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.26; P.L.3-1990, SEC.83; P.L.118-2017, SEC.78.