Limited Partnership Agreement (Indiana)

LIMITED PARTNERSHIP AGREEMENT

STATE OF INDIANA

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, pursuant to the provisions of the Indiana Revised Uniform Limited Partnership Act, Indiana Code Article 23-16, as amended from time to time.

TABLE OF CONTENTS

1. Definitions
2. Formation of Limited Partnership
3. Purpose and Powers
4. Term and Duration
5. Capital Contributions
6. Capital Accounts
7. Allocations of Profits and Losses
8. Distributions
9. Management and Operations
10. Rights and Obligations of Limited Partners
11. Transfer of Partnership Interests
12. Withdrawal and Dissociation
13. Dissolution and Winding Up
14. Books, Records, and Tax Matters
15. Indemnification and Liability
16. General Provisions
17. Signature Blocks
18. Exhibit A — Partner Schedule

ARTICLE 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Act" means the Indiana Revised Uniform Limited Partnership Act, Indiana Code Article 23-16, as amended from time to time.

1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

1.3 "Agreement" means this Limited Partnership Agreement, including all exhibits and schedules attached hereto, as amended from time to time in accordance with this Agreement.

1.4 "Assignee" means a Person who has acquired a Partnership Interest or any portion thereof by way of assignment but who has not been admitted as a substitute Limited Partner pursuant to Article 11.

1.5 "Business Entity Report" means the biennial report required to be filed by the Partnership with the Indiana Secretary of State pursuant to IC 23-0.5-5-2.

1.6 "Capital Account" means the individual capital account maintained for each Partner in accordance with Section 6.1 of this Agreement and Treasury Regulations Section 1.704-1(b)(2)(iv).

1.7 "Capital Contribution" means the total amount of cash, property, services, or promissory notes contributed or agreed to be contributed by a Partner to the Partnership, as set forth in Exhibit A and as may be subsequently amended.

1.8 "Certificate" means the Certificate of Limited Partnership filed with the Indiana Secretary of State pursuant to IC 23-16-3-1 and IC 23-16-3-2 and any amendments thereto filed pursuant to IC 23-16-3-3.

1.9 "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal tax statute.

1.10 "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

1.11 "Distributable Cash" means the cash of the Partnership available for distribution to Partners as determined by the General Partner in its reasonable discretion, after establishing reasonable reserves for Partnership obligations, working capital requirements, contingencies, and anticipated future expenses.

1.12 "Event of Withdrawal" means an event described in IC 23-16-9-1 that causes a General Partner to cease being a general partner.

1.13 "Fiscal Year" means the fiscal year of the Partnership, which shall be the calendar year unless otherwise determined by the General Partner in compliance with Code Section 706.

1.14 "General Partner" means any Person designated as a general partner of the Partnership in the Certificate and admitted as a general partner pursuant to this Agreement, in such Person's capacity as a general partner.

1.15 "Limited Partner" means any Person admitted as a limited partner of the Partnership pursuant to this Agreement and IC 23-16-4-1, in such Person's capacity as a limited partner.

1.16 "Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests then held by all Partners (or, if specified, all Partners of a particular class).

1.17 "Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, the taxable income or loss of the Partnership for such period as determined for federal income tax purposes, with such adjustments as are required by Treasury Regulations Section 1.704-1(b)(2)(iv).

1.18 "Partner" means any General Partner or Limited Partner.

1.19 "Partnership" means the limited partnership formed under this Agreement and the Act.

1.20 "Partnership Interest" means a Partner's share of the profits, losses, and distributions of the Partnership and the Partner's right to receive distributions, together with all management and other rights appurtenant thereto under this Agreement and the Act.

1.21 "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Exhibit A, as may be adjusted from time to time in accordance with this Agreement.

1.22 "Person" means an individual, corporation, limited liability company, partnership, joint venture, trust, estate, association, or any other legal entity.

1.23 "Transfer" means any sale, assignment, pledge, hypothecation, encumbrance, gift, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

1.24 "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.

ARTICLE 2: FORMATION OF LIMITED PARTNERSHIP

2.1 Formation. The Partners hereby form a limited partnership under the name set forth in Section 2.2 pursuant to the provisions of the Act. A limited partnership is formed pursuant to IC 23-16-3-1 at the time of the filing of the Certificate of Limited Partnership with the Indiana Secretary of State.

2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name of the Partnership shall contain without abbreviation the words "limited partnership" pursuant to IC 23-16-1-3, and shall be distinguishable from the name of any other entity on file with the Indiana Secretary of State.

2.3 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal office upon written notice to all Partners.

2.4 Registered Agent and Office. Pursuant to IC 23-0.5-4-1, the Partnership's registered agent and registered office in the State of Indiana shall be:

Registered Agent: [________________________________]
Street Address: [________________________________]
City, State, ZIP: [________________________________], Indiana [____]

The registered agent must be either (i) an individual who resides in Indiana and whose business office is identical with the registered office or (ii) a domestic or foreign entity authorized to transact business in Indiana whose business office is identical with the registered office. The General Partner may change the registered agent or registered office in compliance with IC 23-0.5-4-3.

2.5 Certificate of Limited Partnership. The Certificate shall be filed with the Indiana Secretary of State through INBiz:

Indiana Secretary of State
Business Services Division
302 W. Washington Street, Room E018
Indianapolis, Indiana 46204
Phone: (317) 232-6576
Online Filing: inbiz.in.gov
Website: sos.in.gov

Filing Fee: $100.00

Pursuant to IC 23-16-3-2, the Certificate shall set forth:

• (a) The name of the limited partnership;
• (b) The address of the office and the name and address of the agent for service of process;
• (c) The name and the business address of each general partner;
• (d) The latest date upon which the limited partnership is to dissolve; and
• (e) Any other matters the general partners determine to include.

IMPORTANT — Indiana Requirement: The Certificate must include the latest date upon which the limited partnership is to dissolve. This is a mandatory statutory requirement under IC 23-16-3-2(a)(4).

2.6 Execution of Certificate. Pursuant to IC 23-16-3-5:

• (a) The initial Certificate shall be signed by all general partners named therein;
• (b) Certificates of amendment shall be signed by at least one general partner and by each person designated as a new general partner;
• (c) Certificates of cancellation shall be signed by all general partners.

2.7 Amendments to Certificate. The General Partner shall file amendments to the Certificate with the Indiana Secretary of State as required by IC 23-16-3-3 whenever:

• (a) There is a change in the name of the Partnership;
• (b) There is a change in the address of the office or the name or address of the agent for service of process;
• (c) There is a change in the latest date upon which the Partnership is to dissolve;
• (d) A general partner is admitted or withdraws;
• (e) A general partner's name or business address changes;
• (f) Any other change occurs requiring amendment under the Act; or
• (g) The Certificate contains a false or inaccurate statement.

2.8 Biennial Business Entity Reports. The Partnership shall file biennial business entity reports with the Indiana Secretary of State as required by IC 23-0.5-5-2 to maintain good standing. The General Partner shall ensure timely filing with all required fees.

ARTICLE 3: PURPOSE AND POWERS

3.1 Purpose. The purpose of the Partnership is to:

[________________________________]
[________________________________]
[________________________________]

and to engage in any and all lawful activities incidental or related thereto for which limited partnerships may be organized under the Act.

3.2 Powers. The Partnership shall have all powers necessary, suitable, or convenient to accomplish its purposes, including without limitation the power to:

• (a) Acquire, hold, own, operate, lease, mortgage, sell, exchange, and dispose of real and personal property;
• (b) Borrow money and issue evidences of indebtedness, and secure any such indebtedness by mortgage, pledge, or other encumbrance;
• (c) Enter into contracts, agreements, and guarantees of every kind;
• (d) Sue and be sued, complain, and defend in all courts of competent jurisdiction;
• (e) Employ agents, employees, accountants, attorneys, and independent contractors;
• (f) Open and maintain bank accounts and invest Partnership funds;
• (g) Qualify to do business in other states and jurisdictions; and
• (h) Take any and all other actions necessary or incidental to the foregoing.

ARTICLE 4: TERM AND DURATION

4.1 Term. The Partnership shall commence on the date the Certificate is filed with the Indiana Secretary of State and shall continue until the latest dissolution date stated in the Certificate, unless earlier dissolved in accordance with Article 13.

Latest Dissolution Date: [__/__/____]

Note: Pursuant to IC 23-16-3-2(a)(4), the Certificate of Limited Partnership must state the latest date upon which the limited partnership is to dissolve. Partners should select a date that provides adequate time for the Partnership's business purposes.

4.2 Extension of Term. The term of the Partnership may be extended beyond the latest dissolution date by an amendment to the Certificate approved by the General Partner and a Majority in Interest of the Limited Partners, filed with the Indiana Secretary of State prior to the stated dissolution date.

4.3 Continuation. The Partnership shall not be dissolved by the admission or withdrawal of any Partner except as expressly provided in Article 13 and subject to the requirements of the Act.

ARTICLE 5: CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. Each Partner shall make initial Capital Contributions to the Partnership in the amounts, forms, and on the dates set forth in Exhibit A. The initial Capital Contributions are as follows:

5.2 Additional Capital Contributions.

(a) No Partner shall be required to make additional Capital Contributions to the Partnership beyond the amounts set forth in Exhibit A without the unanimous written consent of all Partners, except as otherwise provided in this Section.

(b) The General Partner may request additional Capital Contributions from the Partners by providing at least thirty (30) days' written notice specifying the amount, purpose, and due date of the requested contribution. Additional contributions shall require the approval of a Majority in Interest of the Limited Partners.

(c) If approved, each Partner shall contribute its pro rata share of the additional contribution based on its Percentage Interest.

(d) A Partner who fails to make a required additional Capital Contribution within the time specified shall be a "Defaulting Partner," and the non-defaulting Partners shall have the remedies set forth in Section 5.3.

5.3 Default in Additional Contributions. If a Partner defaults in making a required additional Capital Contribution, the non-defaulting Partners may, at their election:

• (a) Advance the defaulting Partner's share as a loan bearing interest at the rate of [____]% per annum (not to exceed the maximum rate permitted under Indiana law, currently 8% per annum unless otherwise provided by IC 24-4.6);
• (b) Dilute the defaulting Partner's Percentage Interest proportionally based on actual contributions;
• (c) Treat the default as an offer by the defaulting Partner to sell its Partnership Interest at a price determined pursuant to Section 11.4; or
• (d) Pursue any other remedies available at law or in equity.

5.4 Form of Contribution. Capital Contributions may be made in cash, property, services rendered, promissory notes, or other obligations to contribute cash, property, or services, as permitted by IC 23-16-5-1. Unless otherwise agreed in writing by all Partners, contributions of property shall be valued at fair market value as determined by the General Partner in good faith.

5.5 No Interest on Capital. No Partner shall be entitled to receive interest on any Capital Contribution unless otherwise unanimously agreed upon in writing.

5.6 Return of Capital Contributions. Except as otherwise provided in this Agreement or required by the Act, no Partner shall have the right to demand or receive the return of all or any part of such Partner's Capital Contribution. Under IC 23-16-6-2, a Partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the Partnership other than liabilities to partners on account of their partnership interests would exceed the fair value of the Partnership's assets.

5.7 Liability for Contribution. Pursuant to IC 23-16-5-2, a Partner's obligation to make a contribution or return money or other property paid or distributed in violation of the Act may be compromised only by consent of all Partners. A creditor of a limited partnership who extends credit or otherwise acts in reliance on the obligation may enforce the original obligation.

ARTICLE 6: CAPITAL ACCOUNTS

6.1 Maintenance of Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Credited with:

• (i) The amount of cash contributed by such Partner;
• (ii) The fair market value of property contributed by such Partner (net of liabilities secured by such property);
• (iii) The amount of Net Profits and other items of income or gain allocated to such Partner; and
• (iv) Any other amounts required by applicable Treasury Regulations.

(b) Debited with:

• (i) The amount of cash distributed to such Partner;
• (ii) The fair market value of property distributed to such Partner (net of liabilities secured by such property);
• (iii) The amount of Net Losses and other items of deduction or loss allocated to such Partner; and
• (iv) Any other amounts required by applicable Treasury Regulations.

6.2 Transfer of Capital Account. Upon the Transfer of a Partnership Interest, the Capital Account of the transferring Partner attributable to the transferred interest shall carry over to the transferee in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

6.3 Compliance with Treasury Regulations. The provisions of this Article 6 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied consistently therewith.

ARTICLE 7: ALLOCATIONS OF PROFITS AND LOSSES

7.1 Allocation of Net Profits. Pursuant to IC 23-16-5-3, Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests, unless otherwise provided in this Agreement.

7.2 Allocation of Net Losses. Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to any Partner to the extent such allocation would create or increase a deficit balance in such Partner's Capital Account in excess of the amount such Partner is obligated or deemed obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c). Any Net Losses in excess of such limitation shall be allocated to the other Partners in proportion to their Percentage Interests until their Capital Accounts are reduced to zero, and thereafter to the General Partner.

7.3 Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

(b) Minimum Gain Chargeback. Notwithstanding any other provision of this Article 7, if there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year in the manner and to the extent required by Treasury Regulations Sections 1.704-2(f) and 1.704-2(j)(2)(i).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 7 (other than Section 7.3(b)), if there is a net decrease in Partner nonrecourse debt minimum gain during any Fiscal Year, each Partner who has a share of such Partner nonrecourse debt minimum gain shall be allocated items of Partnership income and gain for such year in the manner and amounts required by Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions for any Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests.

7.4 Tax Allocations Under Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and the initial fair market value of such property.

7.5 Allocations Upon Transfer. If a Partnership Interest is Transferred during any Fiscal Year, the Net Profits and Net Losses attributable to such interest for such year shall be allocated between the transferor and transferee using any method permitted under Code Section 706, as determined by the General Partner.

ARTICLE 8: DISTRIBUTIONS

8.1 Distributions of Distributable Cash. Subject to Section 8.3, Distributable Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine in its reasonable discretion, in proportion to their respective Percentage Interests, in accordance with IC 23-16-5-4.

8.2 Timing of Distributions. The General Partner shall use reasonable efforts to cause distributions to be made at least:

☐ Quarterly — within forty-five (45) days after the end of each calendar quarter
☐ Semi-annually — within sixty (60) days after the end of each semi-annual period
☐ Annually — within ninety (90) days after the end of each Fiscal Year
☐ Other: [________________________________]

8.3 Limitations on Distributions. Pursuant to IC 23-16-6-2, no distribution shall be made if, after giving effect to the distribution, all liabilities of the Partnership (other than liabilities to partners on account of their partnership interests) would exceed the fair value of the Partnership's assets.

8.4 Interim Distributions. Pursuant to IC 23-16-6-1, the General Partner may distribute interim distributions to Partners as the General Partner determines appropriate, subject to the limitations of Section 8.3.

8.5 Tax Distributions. Notwithstanding Section 8.1, the General Partner shall use reasonable efforts to distribute to each Partner, no later than April 1 of each year, an amount equal to the estimated federal and Indiana state income tax liability of such Partner arising from allocations of Partnership income for the preceding Fiscal Year, calculated using the highest marginal individual income tax rates applicable in Indiana.

8.6 Distributions in Kind. The General Partner may make distributions in kind at the fair market value of the distributed property as determined by the General Partner in good faith. No Partner may demand a distribution in kind.

8.7 Withholding. The Partnership shall be entitled to withhold from distributions to any Partner any amounts required to be withheld under federal, Indiana (IC 6-3 — Indiana Adjusted Gross Income Tax Act), or local tax laws. Any amounts so withheld shall be treated as having been distributed to such Partner for all purposes of this Agreement.

ARTICLE 9: MANAGEMENT AND OPERATIONS

9.1 General Partner Authority. Pursuant to IC 23-16-7-1, the General Partner shall have the rights, powers, and duties of a partner in a partnership without limited partners, subject to the restrictions and limitations set forth in this Agreement. The General Partner shall have full authority to manage the business and affairs of the Partnership.

9.2 Limitations on General Partner Authority. Notwithstanding Section 9.1, the General Partner shall not take any of the following actions without the prior written consent of a Majority in Interest of the Limited Partners (unless a higher percentage is specified):

(a) Sell, exchange, or otherwise dispose of all or substantially all of the Partnership's assets outside the ordinary course of business;

(b) Merge or consolidate the Partnership with any other entity;

(c) Incur indebtedness in excess of $[________________] individually or $[________________] in the aggregate in any Fiscal Year;

(d) Enter into any transaction with the General Partner or any Affiliate of the General Partner involving consideration in excess of $[________________];

(e) Make any single capital expenditure in excess of $[________________];

(f) Confess a judgment against the Partnership;

(g) Amend this Agreement or the Certificate;

(h) Admit additional General Partners or Limited Partners;

(i) File a voluntary petition for bankruptcy or make an assignment for the benefit of creditors;

(j) Change the nature or scope of the Partnership's business;

(k) Commingle Partnership funds with those of any other Person;

(l) Guarantee the obligations of any third party; or

(m) Take any action that would make it impossible to carry on the ordinary business of the Partnership.

9.3 Standard of Care. The General Partner shall discharge its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the General Partner reasonably believes to be in the best interests of the Partnership.

9.4 Compensation of General Partner. The General Partner shall be entitled to receive compensation for services rendered to the Partnership as follows:

☐ Management Fee: $[________________] per [month/quarter/year]
☐ Percentage of Gross Revenues: [____]%
☐ Percentage of Net Profits: [____]%
☐ Other: [________________________________]
☐ No compensation (distributions only)

In addition, the General Partner shall be reimbursed for all reasonable out-of-pocket expenses incurred in connection with the Partnership's business upon presentation of appropriate documentation.

9.5 Officers. The General Partner may appoint officers of the Partnership, including but not limited to a President, Vice President, Secretary, Treasurer, and Chief Financial Officer, and may delegate such authority to such officers as the General Partner deems appropriate. Any officer may be removed by the General Partner at any time, with or without cause.

9.6 Bank Accounts. All Partnership funds shall be deposited in one or more accounts maintained in the Partnership's name at financial institutions selected by the General Partner. Withdrawals from such accounts shall be made only by persons authorized by the General Partner.

9.7 Conflicts of Interest. The General Partner and its Affiliates may engage in business activities outside the Partnership unless otherwise agreed in writing by the Partners. The General Partner shall disclose to the Limited Partners any material conflict of interest with respect to any Partnership transaction.

ARTICLE 10: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

10.1 Limited Partner Role. Pursuant to IC 23-16-4-1, a person becomes a limited partner upon the later of (a) the formation of the limited partnership or (b) the time provided in and upon compliance with this Agreement.

10.2 Liability to Third Parties. Pursuant to IC 23-16-4-3, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner, or unless the limited partner participates in the control of the business. Under Indiana law, if the limited partner participates in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

Note on Safe Harbor Activities: Pursuant to IC 23-16-4-3(b), the following activities do not constitute participation in the control of the business:

• Being a contractor for, or an agent or employee of, the limited partnership or of a general partner;
• Consulting with and advising a general partner with respect to the business of the limited partnership;
• Acting as surety for the limited partnership;
• Voting on major decisions as set forth in this Agreement;
• Requesting or attending meetings of partners;
• Proposing, approving, or disapproving transactions as set forth in this Agreement;
• Winding up the limited partnership as permitted by law.

10.3 Voting Rights. The Limited Partners shall have the right to vote on the following matters:

• (a) Amendment of this Agreement or the Certificate;
• (b) Dissolution of the Partnership;
• (c) Admission or removal of a General Partner;
• (d) Sale or disposition of all or substantially all Partnership assets;
• (e) Merger or consolidation of the Partnership;
• (f) Any other matters requiring Limited Partner consent under this Agreement or the Act.

10.4 Meetings.

(a) The General Partner may call meetings of the Partners at any time. The General Partner shall call a meeting upon the written request of Limited Partners holding at least twenty-five percent (25%) of the aggregate Percentage Interests held by all Limited Partners.

(b) Written notice of any meeting shall be given to all Partners at least fifteen (15) days and not more than sixty (60) days before the meeting date.

(c) A quorum for any meeting shall consist of Partners (present in person or by proxy) holding a majority of the aggregate Percentage Interests.

(d) Any action required or permitted to be taken at a meeting may be taken without a meeting if the written consent of Partners holding the requisite Percentage Interests is obtained.

10.5 Information Rights. Each Limited Partner has the right, upon reasonable demand, to obtain from the Partnership:

• (a) A copy of this Agreement and all amendments;
• (b) A copy of the Certificate and all amendments;
• (c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;
• (d) Copies of any financial statements maintained by the Partnership for the three (3) most recent Fiscal Years;
• (e) A current list of the names and last known addresses of all Partners;
• (f) True and full information regarding the state of the business and financial condition of the Partnership; and
• (g) Other information regarding the Partnership's affairs as is just and reasonable.

ARTICLE 11: TRANSFER OF PARTNERSHIP INTERESTS

11.1 Restrictions on Transfer. No Partner shall Transfer all or any portion of its Partnership Interest except in compliance with this Article 11. Any attempted Transfer in violation of this Article 11 shall be void and of no effect.

11.2 Assignment of Partnership Interest. Pursuant to IC 23-16-8-1, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or exercise the rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled.

11.3 Conditions for Transfer. A Transfer of a Partnership Interest shall be permitted only if:

• (a) The transferring Partner provides at least thirty (30) days' prior written notice to the General Partner and all other Partners;
• (b) The Transfer complies with applicable federal and state securities laws, including the Indiana Securities Act (IC 23-19);
• (c) The Transfer would not cause a termination of the Partnership under Code Section 708;
• (d) The transferee executes a written instrument agreeing to be bound by this Agreement;
• (e) The Transfer satisfies the right of first refusal provisions of Section 11.4; and
• (f) The General Partner consents in writing (which consent shall not be unreasonably withheld).

11.4 Right of First Refusal.

(a) Before any Transfer (other than a Permitted Transfer under Section 11.6), the transferring Partner (the "Offering Partner") shall first offer the Partnership Interest to the remaining Partners by delivering a written notice (the "Offer Notice") specifying the price, terms, conditions, and identity of the proposed transferee.

(b) Each remaining Partner shall have the right, exercisable within thirty (30) days after receipt of the Offer Notice, to purchase all or a portion of the offered Partnership Interest in proportion to such Partner's Percentage Interest.

(c) If the remaining Partners do not collectively elect to purchase all of the offered Partnership Interest within such thirty (30) day period, the Partnership shall have an additional fifteen (15) days to elect to purchase any unsubscribed portion.

(d) If neither the Partners nor the Partnership elects to purchase all of the offered interest, the Offering Partner may Transfer the offered interest to the proposed transferee on terms no more favorable to the transferee than those specified in the Offer Notice, provided such Transfer is completed within ninety (90) days after the expiration of all right of first refusal periods.

11.5 Valuation. If the Partners cannot agree on the fair market value of a Partnership Interest, the value shall be determined by a qualified independent appraiser mutually agreed upon by the parties. If the parties cannot agree on an appraiser within fifteen (15) days, each party shall select an appraiser, and the two appraisers shall select a third appraiser, whose determination shall be final and binding.

11.6 Permitted Transfers. The following Transfers shall not require compliance with Section 11.4 (Right of First Refusal) but shall otherwise comply with this Article 11:

• (a) Transfers to a Partner's spouse, children, grandchildren, or trusts established for their benefit;
• (b) Transfers between entities under common Control with the transferring Partner;
• (c) Transfers by operation of law upon the death of a Partner to such Partner's estate or heirs;
• (d) Transfers to a revocable living trust of which the transferring Partner is the settlor and beneficiary.

11.7 Admission of Substitute Limited Partner. Pursuant to IC 23-16-8-4, an assignee of a partnership interest may become a limited partner if and only if:

• (a) The assignor grants the assignee that right in accordance with authority granted in this Agreement; or
• (b) All other Partners consent.

11.8 Effect of Transfer. Until a transferee is admitted as a Partner, the transferee shall be an Assignee only entitled to receive distributions and allocations attributable to the Transferred interest, in accordance with IC 23-16-8-1.

ARTICLE 12: WITHDRAWAL AND DISSOCIATION

12.1 Withdrawal of General Partner. Pursuant to IC 23-16-9-1, a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners; provided that if such withdrawal violates this Agreement, the Partnership may recover from the withdrawing general partner damages for breach of this Agreement.

12.2 Notice Period. The General Partner shall provide at least [____] days' written notice prior to withdrawal (minimum ninety (90) days).

12.3 Events of Withdrawal. In addition to voluntary withdrawal, a General Partner ceases to be a general partner upon the occurrence of an Event of Withdrawal as defined in IC 23-16-9-2, including:

• (a) Removal in accordance with this Agreement;
• (b) Unless otherwise provided in this Agreement, the person:
• (i) Makes an assignment for the benefit of creditors;
• (ii) Files a voluntary petition in bankruptcy;
• (iii) Is adjudicated a bankrupt or insolvent;
• (iv) Files a petition seeking reorganization, arrangement, or similar relief under any insolvency statute;
• (v) Files an answer admitting the material allegations of a petition in bankruptcy or insolvency;
• (c) Death, incapacity, or court-appointed guardianship (in the case of an individual);
• (d) Dissolution or termination (in the case of an entity);
• (e) Other events specified in the Act.

12.4 Limited Partner Withdrawal. A limited partner may withdraw from the Partnership at the time or upon the happening of events specified in this Agreement. If this Agreement does not specify a time or events for withdrawal, a limited partner may withdraw upon not less than six (6) months' prior written notice to the General Partner.

12.5 Effect of Withdrawal. Upon withdrawal, a withdrawing Partner is entitled to receive any distribution to which such Partner is entitled under this Agreement and, to the extent not otherwise provided in this Agreement, such Partner shall receive the fair value of the Partnership Interest, determined as of the date of withdrawal.

12.6 Continuation After Withdrawal. If a General Partner withdraws and there remains at least one General Partner, the Partnership shall continue with the remaining General Partners. If no General Partner remains, the Partnership shall be dissolved unless, within ninety (90) days after the withdrawal, all remaining Partners agree in writing to continue the Partnership and appoint a successor General Partner.

ARTICLE 13: DISSOLUTION AND WINDING UP

13.1 Events of Dissolution. Pursuant to IC 23-16-10-1, the Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a) At the time specified in the Certificate (the latest dissolution date set forth in Section 4.1);

(b) Upon the happening of events specified in writing in this Agreement;

(c) Written consent of all Partners;

(d) An Event of Withdrawal of a General Partner unless:

• (i) At the time there is at least one other general partner and this Agreement permits the business to be carried on by the remaining general partner; or
• (ii) Within ninety (90) days after the withdrawal, all remaining Partners agree in writing to continue the Partnership and to the appointment of one or more additional general partners, if necessary or desired;

(e) Entry of a decree of judicial dissolution under IC 23-16-10-2.

13.2 Judicial Dissolution. Pursuant to IC 23-16-10-2, on application by or for a partner, a court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with this Agreement.

13.3 Winding Up. Pursuant to IC 23-16-10-3, except as otherwise provided in this Agreement, the General Partner who has not wrongfully dissolved the limited partnership or, if none, the Limited Partners may wind up the Partnership's affairs. A court may wind up the Partnership's affairs upon application of any Partner, the Partner's legal representative, or assignee.

13.4 Distribution of Assets Upon Dissolution. Pursuant to IC 23-16-10-4, upon the winding up of the Partnership, the assets shall be distributed in the following order:

(a) First, to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under IC 23-16-6-1 or IC 23-16-6-4;

(b) Second, except as provided in this Agreement, to partners and former partners in satisfaction of liabilities for distributions under IC 23-16-6-1 or IC 23-16-6-4;

(c) Third, except as provided in this Agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share distributions.

13.5 Certificate of Cancellation. Upon completion of winding up, the General Partner shall file a Certificate of Cancellation with the Indiana Secretary of State pursuant to IC 23-16-3-4.

13.6 Deficit Capital Account. No Limited Partner shall be required to pay to the Partnership or to any creditor of the Partnership any deficit balance in such Limited Partner's Capital Account. The General Partner shall be required to contribute to the Partnership any deficit balance in the General Partner's Capital Account within ninety (90) days after the date of dissolution.

ARTICLE 14: BOOKS, RECORDS, AND TAX MATTERS

14.1 Books and Records. The Partnership shall maintain at its principal office the following books and records:

• (a) A current list of the full name and last known mailing address of each Partner;
• (b) A copy of the Certificate and all amendments thereto;
• (c) Copies of this Agreement and all amendments thereto;
• (d) Copies of the Partnership's three (3) most recent federal, state, and local income tax returns;
• (e) Copies of any financial statements of the Partnership for the three (3) most recent Fiscal Years;
• (f) Books and records sufficient to record the Partnership's business and financial condition;
• (g) A record of the Capital Contributions made by each Partner;
• (h) Records of all meetings and consent actions; and
• (i) Unless contained in a written partnership agreement, a writing setting out the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner, the times at which or events upon the happening of which additional contributions are agreed to be made, the right of a partner to receive distributions, and events upon the happening of which the partnership is to be dissolved and its affairs wound up.

14.2 Tax Returns. The General Partner shall cause the Partnership's federal and Indiana income tax returns to be prepared and filed in a timely manner. The General Partner shall furnish each Partner with a Schedule K-1 (or successor form) within seventy-five (75) days after the end of each Fiscal Year.

14.3 Indiana Income Tax. The Partnership shall comply with the Indiana Adjusted Gross Income Tax Act (IC 6-3) and file all required Indiana partnership returns (Form IT-65). The General Partner shall ensure that all required withholding payments are made on behalf of nonresident partners pursuant to IC 6-3-4-12.

14.4 Tax Matters Partner / Partnership Representative. The General Partner shall serve as the "Tax Matters Partner" under Code Section 6231 (for tax years to which that provision applies) and as the "Partnership Representative" under Code Section 6223 (for tax years beginning after December 31, 2017). The Partnership Representative shall:

• (a) Have the authority to make all elections, take all actions, and represent the Partnership in connection with all tax audits, examinations, and proceedings;
• (b) Provide prompt notice to all Partners of any tax proceeding or audit;
• (c) Not settle or compromise any tax matter without the consent of a Majority in Interest of the Limited Partners, unless the settlement has no material adverse effect on any Limited Partner.

14.5 Tax Elections. The General Partner shall have the authority to make all tax elections on behalf of the Partnership, including:

• (a) Elections under Code Section 754 to adjust the basis of Partnership property;
• (b) Elections regarding depreciation methods, recovery periods, and conventions;
• (c) The election to be classified as a partnership for federal income tax purposes;
• (d) The election under Code Section 6226 to push out imputed underpayments; and
• (e) Any other election the General Partner deems appropriate.

14.6 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year, unless otherwise required by the Code or determined by the General Partner.

14.7 Banking. All funds of the Partnership shall be deposited in accounts in the name of the Partnership at such banks, trust companies, or other financial institutions as the General Partner shall determine. All withdrawals from Partnership accounts shall require the signature of the General Partner or such other persons as the General Partner may authorize in writing.

ARTICLE 15: INDEMNIFICATION AND LIABILITY

15.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and its respective Affiliates, officers, directors, members, managers, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, costs, damages, judgments, settlements, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to the management of the Partnership or the General Partner's actions taken on behalf of the Partnership in good faith; provided, however, that no indemnification shall be provided for:

• (a) Acts or omissions constituting fraud, willful misconduct, or gross negligence;
• (b) Acts or omissions constituting a material breach of this Agreement; or
• (c) Any transaction from which the Indemnified Party derived an improper personal benefit.

15.2 Limitation of Liability of Limited Partners. Pursuant to IC 23-16-4-3, a Limited Partner is not liable for the obligations of a limited partnership unless the Limited Partner is also a general partner or, in certain circumstances, participates in the control of the business. As set forth in Section 10.2, the safe harbor activities enumerated in IC 23-16-4-3(b) do not constitute participation in the control of the business.

15.3 Limitation of Liability of General Partner. The General Partner shall not be liable to the Partnership or any Partner for any loss or damage incurred by reason of any act or omission performed or omitted in good faith and in a manner reasonably believed to be in the best interests of the Partnership, unless such act or omission constitutes fraud, willful misconduct, or gross negligence.

15.4 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of the Indemnified Parties against any liability that may be asserted against or incurred by any Indemnified Party in connection with the Partnership's activities.

15.5 Survival. The indemnification provisions of this Article 15 shall survive the dissolution, winding up, and termination of the Partnership and the withdrawal, removal, or dissociation of any Partner.

ARTICLE 16: GENERAL PROVISIONS

16.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana, including the Indiana Revised Uniform Limited Partnership Act (IC 23-16), without regard to conflict of laws principles.

16.2 Dispute Resolution.

(a) Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in [________________________________], Indiana, in accordance with the mediation rules of the American Arbitration Association.

(b) Arbitration. If mediation is unsuccessful within sixty (60) days, any unresolved dispute shall be submitted to binding arbitration in [________________________________], Indiana, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

☐ Alternative: Litigation. All disputes shall be resolved exclusively in the state or federal courts located in [________________________________] County, Indiana, and each Partner irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue.

16.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY INDIANA LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.4 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given:

• (a) When delivered personally;
• (b) One (1) business day after deposit with a nationally recognized overnight courier service;
• (c) Three (3) business days after deposit in the United States mail, first-class, postage prepaid, certified or registered mail, return receipt requested; or
• (d) Upon transmission by email with confirmed receipt.

All notices shall be addressed to the Partner at the address set forth in Exhibit A or at such other address as such Partner may designate by written notice.

16.5 Amendment. This Agreement may be amended only by a written instrument signed by the General Partner and a Majority in Interest of the Limited Partners. Notwithstanding the foregoing, no amendment may, without the consent of an affected Partner:

• (a) Modify the Limited Partner's obligation to make Capital Contributions;
• (b) Alter the interest of the Partner in profits, losses, or distributions;
• (c) Reduce the Partner's voting rights; or
• (d) Amend this Section 16.5.

16.6 Entire Agreement. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

16.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall not be affected.

16.8 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Partner. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

16.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

16.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

16.11 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Partnership or any creditor of any Partner.

16.12 Headings. The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

16.13 Attorneys' Fees. In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

SIGNATURES

IN WITNESS WHEREOF, the undersigned Partners have executed this Limited Partnership Agreement as of the Effective Date first written above.

GENERAL PARTNER(S):

General Partner:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

LIMITED PARTNER(S):

Limited Partner 1:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

Limited Partner 2:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

Limited Partner 3:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

NOTARY ACKNOWLEDGMENT

STATE OF INDIANA
COUNTY OF [________________________________]

Before me, the undersigned notary public in and for said County and State, on this [____] day of [________________], [____], personally appeared:

[________________________________]

known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature: [________________________________]
Printed Name of Notary: [________________________________]
My Commission Expires: [__/__/____]
County of Residence: [________________________________]

[NOTARY SEAL]

EXHIBIT A: PARTNER SCHEDULE

Total Percentage Interests: 100%

SOURCES AND REFERENCES

1. Indiana Revised Uniform Limited Partnership Act — Indiana Code Article 23-16
   - Full text: https://iga.in.gov/laws/current/ic/titles/23#23-16

2. Indiana Uniform Business Organizations Code — IC 23-0.5
   - General provisions applicable to all Indiana business entities

3. Indiana Secretary of State — Business Services Division
   - Address: 302 W. Washington Street, Room E018, Indianapolis, IN 46204
   - Phone: (317) 232-6576
   - INBiz Online Filing: https://inbiz.in.gov
   - Website: https://sos.in.gov

4. Certificate of Limited Partnership Filing Requirements
   - IC 23-16-3-1 (Formation)
   - IC 23-16-3-2 (Certificate contents — must include latest dissolution date)
   - IC 23-16-3-3 (Amendment)
   - IC 23-16-3-4 (Cancellation)
   - IC 23-16-3-5 (Execution requirements)
   - Filing Fee: $100.00

5. Indiana Limited Partner Liability
   - IC 23-16-4-3 (Liability to third parties — control rule and safe harbor activities)

6. Indiana Income Tax
   - IC 6-3 — Indiana Adjusted Gross Income Tax Act
   - Form IT-65 — Indiana Partnership Return

7. IRS Partnership Tax Resources
   - 26 U.S.C. § 704 — Partner's Distributive Share
   - 26 U.S.C. § 706 — Taxable Years of Partner and Partnership
   - 26 U.S.C. § 754 — Manner of Electing Optional Adjustment to Basis of Partnership Property
   - Treasury Regulations § 1.704-1(b) — Partners' Distributive Shares
   - Treasury Regulations § 1.704-2 — Allocations Attributable to Nonrecourse Liabilities

This document is provided for informational purposes only and does not constitute legal advice. It should be reviewed and customized by a qualified attorney licensed in Indiana before use. Laws change frequently, and this document may not reflect the most current statutory requirements.

Prepared for use on ezel.ai — Legal Template Repository