Indiana § 23-16-3-1 Partnership agreement

Indiana Statutes

§ 23-16-3-1 — Partnership agreement

Indiana § 23-16-3-1

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 16LIMITED PARTNERSHIPS

Ch. 3Formation and Certificate of Limited Partnership

This text of Indiana § 23-16-3-1 (Partnership agreement) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-16-3-1 (2026).

Text

(a)A limited partnership must have a partnership agreement. Except as provided in IC 23-16-8-2 and IC 23-16-8-4, a person has the rights, and is subject to the liabilities, of a general partner only if the person has signed a partnership agreement in person or by an attorney-in-fact.

(b)The partnership agreement of a limited partnership may be amended from time to time. Unless the partnership agreement provides otherwise, an amendment of the partnership agreement may be made only with the written consent of each limited partner who may be adversely affected by an amendment that would accomplish any of the following:

(1)Increase the obligations of any limited partner to make contributions.

(2)Alter the allocation for tax purposes of any items of income, gain, loss, deduction, or credit.

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(a) A limited partnership must have a
partnership agreement. Except as provided in IC 23-16-8-2 and IC 23-16-8-4, a person has the rights, and is subject to the liabilities, of a
general partner only if the person has signed a partnership agreement
in person or by an attorney-in-fact.
(b) The partnership agreement of a limited partnership may be
amended from time to time. Unless the partnership agreement provides
otherwise, an amendment of the partnership agreement may be made
only with the written consent of each limited partner who may be
adversely affected by an amendment that would accomplish any of the
following:
(1) Increase the obligations of any limited partner to make
contributions.
(2) Alter the allocation for tax purposes of any items of income,
gain, loss, deduction, or credit.
(3) Alter the manner of computing the distributions of any
partner.
(4) Alter, except as provided in IC 23-16-4-2(a), the voting or
other rights of any limited partner.
(5) Allow the obligation of a partner to make a contribution to be
compromised by written consent of fewer than all partners.
(6) Alter the procedures for amendment of the partnership
agreement.