2010 Indiana Code
TITLE 23. BUSINESS AND OTHER ASSOCIATIONS
ARTICLE 16. LIMITED PARTNERSHIPS
CHAPTER 7. DISTRIBUTIONS AND WITHDRAWALS

IC 23-16-7
     Chapter 7. Distributions and Withdrawals

IC 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.

IC 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.

IC 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.

IC 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.

IC 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.

IC 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.

IC 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.

IC 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.