Ind. Code ch. 23-16-3

Ind. Code ch. 23-16-3
in effect

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 23-16-3-11 Integration and restatement of certificate

Sec. 11. (a) Whenever it so desires, a limited partnership may integrate into a single instrument all of the provisions of its certificate of limited partnership that are in effect and operative as a result of the previous filing with the secretary of state of one (1) or more certificates or other instruments under this article by filing a restated certificate of limited partnership specifically designated as a "Restated Certificate of Partnership", and stating in its heading or in a separate paragraph that there is no discrepancy between the provisions of the original certificate of limited partnership with its amendments and the restated certificate. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as previously amended or supplemented, it must bear a heading with the words "Amended and Restated Certificate of Limited Partnership" together with such other words as the partnership considers appropriate, it must be executed by at least one (1) general partner and by each other general partner designated in the amended and restated certificate of limited partnership as a new general partner, and it must be filed under section 7 of this chapter in the office of the secretary of state. (b) A restated or amended and restated certificate of limited partnership must state, either in its heading or in an introductory paragraph, the limited partnership's present name (and, if it has been changed, the name under which the limited partnership was originally filed), the date of filing of the original certificate of limited partnership with the secretary of state, and the effective date or time (which must be a date or time certain) of the restated or amended and restated certificate, if it is not to be effective upon the filing of the restated or amended and restated certificate. A restated or amended and restated certificate must also state that it was duly executed and is being filed in accordance with this section. (c) Upon the filing of the restated certificate of limited partnership with the secretary of state, or upon the effective date or time provided for in the restated certificate of limited partnership, the initial certificate of limited partnership, as previously amended or supplemented, is superseded. After that filing, the restated certificate of limited partnership, including any further amendment or changes made by the restated certificate, is the certificate of limited partnership, but the original effective date of formation of the limited partnership remains unchanged. (d) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership under this section is subject to any other provision of this article that is not inconsistent with this section and that would apply if a separate certificate of amendment were filed to effect the amendment or change. As added by P.L.147-1988, SEC.1.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026

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