reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-2. "Cooperative Entity"

Sec. 2. As used in this chapter, "cooperative entity" means a business entity subject to this chapter that is:
(1) a cooperatively owned entity organized under the laws of another state or federal law; or
(2) a business entity:
(A) in which the members are buyers of goods or services from, or sellers of goods or services to, the entity;
(B) that is characterized as being democratically governed;
(C) that distributes profits or surpluses on the basis of use rather than on the basis of capital contributions or ownership; and
(D) that pays a limited return of less than eight percent (8%) on preferred equity.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-3. Unlawful Practices

Sec. 3. After December 31, 2017, it is unlawful for a business entity that is not a cooperative entity to:
(1) use the term:
(A) "cooperative"; or
(B) "co-op";
or a derivative of a term listed in clauses (A) and (B) as part of the name or title of the business entity if the use of the term would create a substantial likelihood of misleading the public by implying that the business entity is a cooperative entity; or
(2) advertise or represent the business entity to the public, its customers, or prospective customers:
(A) as a cooperative entity; or
(B) as an entity operating on a cooperative basis.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-4. Investigations and Examinations

Sec. 4. After December 31, 2017, the department of agriculture may investigate the business affairs of any business entity that uses a term listed or described in section 3 of this chapter in its name or title or represents itself as a cooperative entity for the purpose of determining whether the business entity is violating any of the provisions of this chapter. The department of agriculture may examine any person and the partners, officers, members, or agents of the business entity under oath, subpoena witnesses, and require the production of the books, records, papers, and effects considered necessary. A business entity investigated under this subsection shall grant the department of agriculture and its agents access to any and all of the books, records, papers, and effects of the business entity.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-5. Review of New Filings and Business Name Changes

Sec. 5. (a) After December 31, 2017, if a new filing or an amendment changing the name of a business entity (including any registration as a foreign business entity) from an entity other than an entity described in section 1 of this chapter is received by the secretary of state and the business entity name set forth in the new filing or the amendment contains the term:
(1) "cooperative"; or
(2) "co-op";
or a derivative of a term listed in subdivisions (1) and (2), the secretary of state shall forward the filing or amendment to the department of agriculture to review the use of the term.
(b) The department of agriculture shall:
(1) review each document forwarded to the department under subsection (a) for compliance with section 3 of this chapter; and
(2) notify the secretary of state of the department's determination under section 4 of this chapter.
(c) The secretary of state may not file a document forwarded to the department of agriculture under subsection (a) until after the secretary of state receives notification under subsection (b)(2) that the document complies with section 3 of this chapter.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-6. Notification of Violations

Sec. 6. If the department of agriculture determines through a review of a filing received under section 5 of this chapter that a business entity has violated section 3 of this chapter, the department of agriculture shall notify the secretary of state and the department of state revenue of the violation.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-7. Proceedings to Dissolve a Business Entity; Notice to Business Entity; Opportunity to Correct Grounds for Dissolution or Demonstrate Grounds for Dissolution Do Not Exist; Activities of a Dissolved Business

Sec. 7. (a) This section does not apply to an entity described in section 1 of this chapter.
(b) The secretary of state shall commence a proceeding under this section to administratively dissolve a business entity if:
(1) the name of the business entity contains the term:
(A) "cooperative"; or
(B) "co-op";
or a derivative of a term listed in clauses (A) and (B); and
(2) the secretary of state has been notified by the department of agriculture of the determination that the business entity is in violation of section 3 of this chapter.
(c) If the secretary of state commences an administrative dissolution under subsection (b), the secretary of state shall serve the business entity with written notice of the determination made by the department of agriculture that the business entity is in violation of section 3 of this chapter. The notice must inform the business entity that it must do either of the following not later than sixty (60) days after the date service of the notice is perfected:
(1) Correct the grounds for dissolution.
(2) Demonstrate to the reasonable satisfaction of the department of agriculture that the grounds for dissolution do not exist.
The secretary of state shall, at the same time notice is sent to the business entity, provide a copy of the notice to the department of agriculture.
(d) If a business entity that receives a notice under subsection (c) does not:
(1) correct the grounds for dissolution; or
(2) demonstrate to the reasonable satisfaction of the department of agriculture that the grounds for dissolution do not exist;
at any time during the period prescribed by the notice, the department of agriculture shall notify the secretary of state in writing of the continuing violation. After receiving the written notice from the department of agriculture of the continuing violation, the secretary of state shall administratively dissolve the business entity by signing a certificate of dissolution that recites the grounds for dissolution and the effective date of the dissolution. The secretary of state shall file the original certificate of dissolution and serve a copy of the certificate of dissolution on the business entity.
(e) A business entity administratively dissolved under this section may carry out only those activities necessary to appeal the administrative dissolution or to wind up and liquidate the business entity's affairs.
(f) Administrative dissolution under this section is in addition to any penalties imposed under IC 6-2.5-8-7.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 15. Miscellaneous Provisions › Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials › 23-15-12-8. Appeals

Sec. 8. (a) A business entity administratively dissolved under section 7 of this chapter may appeal the administrative dissolution to the circuit court or superior court of:
(1) the county in which the business entity maintains a place of business;
(2) the county containing the office of the business entity's registered agent, if it does not have a place of business in Indiana; or
(3) Marion County, if the business entity has neither a place of business nor a registered agent in Indiana;
not later than thirty (30) days after the date service of the notice of administrative dissolution is perfected.
(b) The court may do the following:
(1) Order the secretary of state to reinstate a dissolved business entity.
(2) Take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
As added by P.L.97-2017, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-3. Contribution

Sec. 3. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to transfer cash or property or to perform services, that a partner transfers to a limited partnership in the capacity of partner.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-5. Event of Withdrawal of a General Partner

Sec. 5. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in IC 23-16-5-2.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-6. Foreign Limited Partnership

Sec. 6. "Foreign limited partnership" means a partnership formed under the laws of any jurisdiction other than Indiana, including a foreign country or other foreign jurisdiction in which the partnership formed has as partners one (1) or more general partners and one (1) or more limited partners.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-7. General Partner

Sec. 7. "General partner" means a person who has been admitted to a limited partnership or a foreign limited partnership as a general partner in accordance with the partnership agreement and is named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-8. Limited Partner

Sec. 8. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the laws of Indiana or, in the case of a foreign limited partnership, in accordance with the laws of the state, foreign country, or other foreign jurisdiction under which the foreign limited partnership is organized.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-9. Limited Partnership; Domestic Limited Partnership

Sec. 9. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of Indiana that has one (1) or more general partners and one (1) or more limited partners.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 1. Definitions › 23-16-1-13. Person

Sec. 13. "Person" means an individual, partnership, limited liability company, domestic limited partnership, foreign limited partnership, trust, estate, association, corporation, or any other individual or entity whether acting in its own capacity or in any representative capacity.
As added by P.L.147-1988, SEC.1. Amended by P.L.8-1993, SEC.330.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-0.2. Effect of Repeal of Ic 23-4-2

Sec. 0.2. The repeal of IC 23-4-2 by P.L.147-1988 does not impair:
(1) or otherwise affect the organization or the continued existence of a limited partnership existing before July 1, 1988; or
(2) any contract or affect any right accrued before July 1, 1988.
As added by P.L.220-2011, SEC.382.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-1. Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.178-2002, SEC.103; P.L.119-2015, SEC.37. Repealed by P.L.118-2017, SEC.57.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-2. Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.277-2001, SEC.14; P.L.119-2015, SEC.38; P.L.170-2016, SEC.9. Repealed by P.L.118-2017, SEC.58.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-6. Records to Be Kept

Sec. 6. (a) Each limited partnership shall keep at the office required under section 3(a) of this chapter (before its repeal) or IC 23-0.5-4 the following:
(1) A current list of the full name and last known mailing address of each partner (specifying separately the general partners and the limited partners) in alphabetical order.
(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed.
(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years.
(4) Copies of the partnership agreement, any amendments to the partnership agreement, any amended and restated partnership agreements, and any financial statements of the limited partnership for the three (3) most recent years.
(5) Unless contained in a partnership agreement:
(A) the amount of cash and a description and statement of the value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
(b) Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.62.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-7. Nature of Business

Sec. 7. A limited partnership may carry on any business that a partnership without limited partners may carry on. This article does not authorize a limited partnership to make insurance within the meaning of IC 27-1.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-8. Business Transactions of Partner With Partnership

Sec. 8. (a) Except as provided in the partnership agreement, a partner may:
(1) lend money to;
(2) borrow money from;
(3) act as guarantor or surety for;
(4) provide collateral for the obligations of; and
(5) transact other business;
with the limited partnership.
(b) Except as provided in the partnership agreement, and subject to other applicable law, a partner has the same rights and obligations with respect to the limited partnership as a person who is not a partner.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 2. General Provisions › 23-16-2-9. Indemnification of Partners, Employees, Officers, or Agents

Sec. 9. (a) A domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner, employee, officer, or agent of the partnership against liability incurred in the action if:
(1) the person's conduct was in good faith; and
(2) the person reasonably believed:
(A) in the case of conduct in the person's capacity as a partner, that the person's conduct was in the best interests of the partnership; and
(B) in all other cases that the person's conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and
(3) in the case of any criminal action, the person either:
(A) had reasonable cause to believe the person's conduct was lawful; or
(B) had no reasonable cause to believe the person's conduct was unlawful.
(b) The indemnification provided for in subsection (a) does not exclude any other rights to indemnification that a partner, employee, officer, or agent of the domestic or foreign limited partnership may have under the partnership agreement or with the written consent of all partners.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-1. Partnership Agreement

Sec. 1. (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.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-2. Certificate of Limited Partnership

Sec. 2. To form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate must include the following:
(1) The name of the limited partnership.
(2) The address of the office and the name and address of the agent for service of process required to be maintained by IC 23-16-2-3 (before its repeal) or IC 23-0.5-4.
(3) The name and the business address of each general partner.
(4) The latest date upon which the limited partnership is to dissolve.
(5) Any other matters the general partners agree to include.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.63.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-3. Amendment to Certificate

Sec. 3. (a) A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment must include the following:
(1) The name of the limited partnership.
(2) The amendment to the certificate of limited partnership.
(b) Within sixty (60) days after any of the following events occurs, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:
(1) The admission of a new general partner.
(2) The withdrawal of a general partner.
(3) The continuation of the business under IC 23-16-9-1 after an event of withdrawal of a general partner.
(4) The discovery by a general partner that any statement in the certificate of limited partnership was false when made.
(5) The discovery by a general partner that any facts or arrangements described in the certificate of limited partnership have changed, making the certificate inaccurate in any respect.
(c) The filing of an amendment reflecting the occurrence of an event referred to in subsection (b) within the time required under subsection (b) absolves a person from any liability that might arise because the certificate did not reflect the occurrence of that event before the filing of the amendment.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-4. Cancellation of Certificate

Sec. 4. A certificate of limited partnership shall be cancelled by filing a certificate of cancellation upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and must include the following:
(1) The name of the limited partnership.
(2) The date of filing of its certificate of limited partnership.
(3) The reason for filing the certificate of cancellation.
(4) The effective date or time (which must be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate.
(5) Any other information the person filing the certificate of cancellation determines.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-5. Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.130-2006, SEC.22; P.L.40-2013, SEC.3. Repealed by P.L.118-2017, SEC.64.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-7. Filing in Office of Secretary of State

Sec. 7. (a) The original signed copy of the certificate of limited partnership, of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation), and of any restated certificate shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing.
(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) or a restated certificate in the office of the secretary of state, or upon the effective date or time provided for in a certificate of amendment (or judicial decree of amendment) or a restated certificate, the certificate of limited partnership is amended or restated as set forth in the certificate of amendment or restated certificate. Upon the filing of a certificate of cancellation (or a judicial decree of cancellation), or upon the effective date or time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled.
As added by P.L.147-1988, SEC.1. Amended by P.L.119-2015, SEC.42; P.L.118-2017, SEC.66.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-8. Liability for False Statement in Certificate

Sec. 8. (a) Except as provided in subsection (b), if any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, a person who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
(1) any general partner who knew or should have known the statement to be false at the time the certificate was executed; and
(2) any general partner who:
(A) after the execution of the certificate, but at least sixty (60) days before the statement was reasonably relied upon, knew or should have known that any arrangement or other fact described in a statement in the certificate had changed, making the statement inaccurate; and
(B) failed to cancel or amend the certificate or to file a petition for the cancellation or amendment of the certificate under IC 23-0.5-2 before the statement was reasonably relied upon.
(b) A general partner is not liable for failing to cancel or amend a certificate or for failing to file a petition for the amendment or cancellation of a certificate under subsection (a)(2) if a certificate of amendment, certificate of cancellation, or petition for amendment or cancellation is filed within sixty (60) days after the general partner knew or should have known to the extent provided in subsection (a) that the statement in the certificate was false in any material respect.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.69.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-9. Scope of Notice

Sec. 9. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts that are required to be set forth in a certificate of limited partnership under section 2 of this chapter and that are set forth in the certificate.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 3. Formation and Certificate of Limited Partnership › 23-16-3-10. Delivery of Certificates to Limited Partners

Sec. 10. The general partners shall promptly deliver or mail a copy of the certificate of limited partnership filed with the secretary of state under section 7 of this chapter to each limited partner, unless the partnership agreement provides otherwise.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.70.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 4. Limited Partners › 23-16-4-1. Additional Limited Partners

Sec. 1. After the formation of a limited partnership, a person may be admitted as an additional limited partner:
(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(2) in the case of an assignee of a partnership interest, as provided in IC 23-16-8-4.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 4. Limited Partners › 23-16-4-2. Classes or Groups of Limited Partners; Rights, Powers, and Duties; Voting

Sec. 2. (a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of limited partners having such relative rights, powers, and duties as may from time to time be established (including rights, powers, and duties senior to existing classes and groups of limited partners).
(b) Subject to section 3 of this chapter, the partnership agreement may grant to all the limited partners, to certain identified limited partners, or to a specified class or group of the limited partners the right to vote (on a per capita or other basis), separately or with all or any class or group of the limited partners or the general partners, on any matter.
(c) A partnership agreement that grants a right to vote may set forth provisions relating to the following:
(1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners.
(2) Waiver of the notice described in subdivision (1).
(3) Action by written consent without a meeting.
(4) The establishment of a record date.
(5) Quorum requirements.
(6) Voting in person or by proxy.
(7) Any other matter concerning the exercise of a right to vote under the partnership agreement.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 4. Limited Partners › 23-16-4-4. Person Erroneously Believing to Be Limited Partner

Sec. 4. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership, and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within sixty (60) days after ascertaining the mistake, that person:
(1) in the case of a person who wishes to be a limited partner, causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) in the case of a person who wishes to withdraw from the partnership, takes such action as may be necessary to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership before the occurrence of either of the events referred to in subsection (a) if the third party:
(1) actually believed in good faith that the person was a general partner at the time of the transaction;
(2) acted in reasonable reliance on that belief; and
(3) extended credit to the partnership in reasonable reliance on the credit of that person.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 4. Limited Partners › 23-16-4-5. Access to Information by Limited Partner

Sec. 5. Each limited partner has the right to inspect and copy any of the partnership records required to be maintained by IC 23-16-2-6 and to obtain from the general partners, from time to time, upon reasonable demand the following:
(1) True and full information regarding the state of the business and financial condition of the limited partnership.
(2) Promptly after becoming available, copies of the limited partnership's federal, state, and local income tax returns for each year.
(3) Other information regarding the affairs of the limited partnership as is just and reasonable.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 4. Limited Partners › 23-16-4-6. Admission of Limited Partners

Sec. 6. A person acquiring a partnership interest is admitted as a limited partner when the latter of the following occurs:
(1) The formation of the limited partnership.
(2) The time provided in the partnership agreement or, if no time is provided in the partnership agreement, when the person's admission is reflected in the records of the limited partnership.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 5. General Partners › 23-16-5-1. Admission of Additional General Partners

Sec. 1. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the specific written consent of each partner.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 5. General Partners › 23-16-5-3. General Powers and Liabilities

Sec. 3. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers of, and is subject to the restrictions of, a partner in a partnership without limited partners.
(b) Except as provided in this article, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
(c) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 5. General Partners › 23-16-5-4. Contributions by General Partner

Sec. 4. (a) A general partner of a limited partnership may make contributions to the partnership, share in the profits and losses of the partnership, and share in distributions from the limited partnership as a general partner. A general partner also may make contributions and share in profits, losses, and distributions as a limited partner.
(b) A person who is both a general partner and a limited partner has the rights and powers of a general partner and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person's participation in the partnership as a limited partner.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 5. General Partners › 23-16-5-5. Classes or Groups of General Partners; Rights, Powers, and Duties; Voting

Sec. 5. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of general partners having such relative rights, powers, and duties as may from time to time be established (including rights, powers, and duties senior to existing classes and groups of general partners).
(b) The partnership agreement may grant to all the general partners, or to certain identified general partners, or to a specified class or group of general partners, the right to vote (on a per capita or any other basis), separately or with all or any class or group of the limited partners on any matter.
(c) A partnership agreement that grants a right to vote may set forth provisions relating to the following:
(1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners.
(2) Waiver of the notice described in subdivision (1).
(3) Action by written consent without a meeting.
(4) The establishment of a record date.
(5) Quorum requirements.
(6) Voting in person or by proxy.
(7) Any other matter concerning the exercise of a right to vote under the partnership agreement.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 6. Finance › 23-16-6-1. Form of Contribution

Sec. 1. The contribution of a partner may be:
(1) in cash, property, or services rendered; or
(2) a promissory note or other obligation to contribute cash or property or to perform services.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 6. Finance › 23-16-6-2. Liability for Contribution

Sec. 2. (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make a required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the partnership records of the limited partnership) of the contribution that has not been made. The option provided under this subsection is in addition to, and is not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such a partner under the partnership agreement or applicable law.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or to return money or other property paid or distributed in violation of this article may be compromised only by written consent of all the partners. Notwithstanding any such compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing (including the partnership agreement and any amendment to the partnership agreement) that reflects the obligation and before the amendment or cancellation of the partnership agreement to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.
(d) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make is subject to specified penalties for, or specified consequences of, the failure. Penalties or consequences provided for in the partnership agreement may include the following:
(1) Reducing the defaulting partner's proportionate interest in the limited partnership.
(2) Subordinating the defaulting partner's partnership interest to that of nondefaulting partners.
(3) A forced sale of the partner's partnership interest.
(4) Forfeiture of the partner's partnership interest.
(5) The lending by other partners of the amount necessary to meet the defaulting partner's commitment.
(6) A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and the redemption or sale of the defaulting partner's partnership interest at the fixed value.
(7) Any other penalty or consequence.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 6. Finance › 23-16-6-3. Sharing of Profits and Losses

Sec. 3. The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 6. Finance › 23-16-6-4. Sharing of Distributions

Sec. 4. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes and groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-1. Interim Distributions

Sec. 1. Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership to the extent and at the times or upon the happening of the events specified in the partnership agreement.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-2. Withdrawal of General Partner

Sec. 2. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. However, if the general partner's withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and may offset the damages against the amount otherwise distributable to the withdrawing general partner in addition to any remedies otherwise available under applicable law.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-3. Withdrawal of Limited Partner

Sec. 3. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. If the partnership agreement does not specify in writing:
(1) the time or the events upon the happening of which a limited partner may withdraw; or
(2) a definite time for the dissolution and winding up of the limited partnership;
a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at the general partner's address as set forth in the certificate of limited partnership filed in the office of the secretary of state.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-4. Distribution Upon Withdrawal

Sec. 4. Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner's interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner's right to share in distributions from the limited partnership.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-5. Distribution in Kind

Sec. 5. (a) Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash.
(b) Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-6. Right to Distribution

Sec. 6. At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-7. Limitations on Distribution

Sec. 7. A partner may not receive a distribution from a limited partnership to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, would exceed the fair value of the partnership assets.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 7. Distributions and Withdrawals › 23-16-7-8. Liability Upon Return of Contribution

Sec. 8. (a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of one (1) year after receiving the return of contribution for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of six (6) years after receiving the return of contribution for the amount of the contribution wrongfully returned.
(c) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the agreed value (as stated in the records of the limited partnership) of the partner's contribution that has not been distributed to the partner.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 8. Assignment of Partnership Interests › 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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 8. Assignment of Partnership Interests › 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.