§ 23-16-9-1 — Nonjudicial dissolution

Indiana § 23-16-9-1

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 16: LIMITED PARTNERSHIPS
• Ch. 9: Dissolution

Text

(a) A limited partnership is dissolved and its
affairs shall be 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 partnership
agreement.
(3) Subject to a requirement in the partnership agreement
requiring the approval by a greater or lesser percentage of limited
partners and general partners, upon the written consent of 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 withdrawal
of 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 the
limited partnership to be carried on by the remaining general
partner; and
(C) the remaining general partner carries on the business of the
limited partnership.
(5) The entry of a decree of judicial dissolution under section 2 of
this chapter.
(b) A limited partnership is not dissolved and is not required to be
wound up by reason of any event of withdrawal of a general partner if,
within ninety (90) days after the withdrawal, all partners (or such lesser
percentage as may be provided in the partnership agreement) agree in
writing to continue the business of the limited partnership and agree in
writing to the appointment of one (1) or more additional general
partners if necessary or desired.

Legislative History

As added by P.L.147-1988, SEC.1.