Indiana Code
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.

Structure Indiana Code