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Indiana Code Title 23. Business and Other Associations § 23-16-9-1

Current as of January 01, 2026 | Updated by Findlaw Staff

Sec. 1. (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.

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Cite this article: FindLaw.com - Indiana Code Title 23. Business and Other Associations § 23-16-9-1 - last updated January 01, 2026 | https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-16-9-1/

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