Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 13. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the…

Sec. 14. The partnership is bound to make good the loss: (a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (b) Where the partnership in the course of its business receives money or property …

Sec. 15. (1) Except as provided in paragraph (2), all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under sections 13 and 14 of this chapter. (b) Jointly for all other debts and obligations of the partnership; but any partner may ente…

Sec. 16. (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him or any one, as a partner in an existing partnership or with one (1) or more persons not actual partners, he is liable to any such person to whom such …

Sec. 17. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of pa…

Sec. 18. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property …

Sec. 19. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. Formerly: Acts 1949, c.114, s.19.

Sec. 2. In this chapter: "Court" includes every court and judge having jurisdiction in the case. "Business" includes every trade, occupation, or profession. "Person" includes individuals, partnerships, limited liability companies, corporations, and other associations. "Bankrupt" …

Sec. 20. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability. Formerly: Acts 1949, c.114, s.20.

Sec. 21. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any us…

Sec. 22. Any partner shall have the right to a formal account as to partnership affairs: (a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners. (b) If the right exists under the terms of any agreement. (c) As provided by se…

Sec. 23. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is…

Sec. 24. The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management. Formerly: Acts 1949, c.114, s.24.

Sec. 25. (1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (2) The incidents of this tenancy are such that: (a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an eq…

Sec. 26. A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property. Formerly: Acts 1949, c.114, s.26.

Sec. 27. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management o…

Sec. 28. (1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with …

Sec. 29. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. Formerly: Acts 1949, c.114, s.29.

Sec. 3. (1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. (2) A person has "notice" of a fact within the meaning of t…

Sec. 30. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed. Formerly: Acts 1949, c.114, s.30.

Sec. 31. Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement. (b) By the express will of any partner when no definite term or particular undertaking is…

Sec. 32. (1) On application by or for a partner, the court shall decree a dissolution whenever: (a) A partner has been declared mentally incompetent in any judicial proceeding. (b) A partner becomes in any other way incapable of performing the partner's part of the partnership co…

Sec. 33. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With respect to the partners: (a) When the dissolution is not by …

Sec. 34. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved except in the case of one …

Sec. 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3): (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution. (b) By any transaction which would bind the partnership if di…

Sec. 36. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor…

Sec. 37. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs: Provided, however, That any partner, his legal representative…

Sec. 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partners…

Sec. 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled, (a) To a lien on, or right of retention of, the surplus of the partn…

Sec. 4. The following rules of construction apply to this chapter: (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) The law of estoppel shall apply under this chapter. (3) The law of agency shal…

Sec. 40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are: (I) The partnership property. (II) The contribution of the partners specified in clause (d…

Sec. 41. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two (2) or more of the partners, or to one (1) or more of the partners…

Sec. 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41(1), 41(2), 41(3), 41(5), 41(6), or (38)(2)(b) of this chapter, without any settlement of accounts as between him or his estate and the person or partnershi…

Sec. 43. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding-up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreemen…

Sec. 44. (1) It is the intent of the legislature that the legal existence of limited liability partnerships formed under an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such limited liability partn…

Sec. 45. (a) To qualify as a limited liability partnership, a partnership under this chapter must file a registration with the secretary of state in a form determined by the secretary of state that satisfies the following: (1) States the address of the partnership's principal off…

Sec. 45.1. (a) As used in this section, “limited liability partnership” refers to a: (1) limited liability partnership; or (2) foreign limited liability partnership; as defined in section 2 of this chapter. (b) The registration of a limited liability partnership may be amended by…

Sec. 45.2. (a) As used in this section, "limited liability partnership" refers to a: (1) limited liability partnership; or (2) foreign limited liability partnership; as defined in section 2 of this chapter. (b) The registration of a limited liability partnership may be withdrawn …

Sec. 46. A partnership that has registered as a limited liability partnership is for all purposes the same entity that existed before the registration and continues to be a partnership under the laws of this state. If a limited liability partnership dissolves under section 29 of …

Sec. 5. In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern. Formerly: Acts 1949, c.114, s.5. As amended by P.L.34-1987, SEC.290.

Sec. 6. (1) A partnership is an association of two (2) or more persons to carry on as co-owners a business for profit and includes for all purposes of the laws of this state a limited liability partnership. (2) An association formed under any other statute of this state, or any s…

Sec. 7. In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 16 of this chapter, persons who are not partners as to each other are not partners as to third persons. (2) Joint tenancy, tenancy in common, tenancy by the entireties,…

Sec. 8. (1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership pro…

Sec. 9. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a …

Sec. 1. This article may be cited as the Uniform Business Organizations Administrative Provisions Act (2018). As added by P.L.118-2017, SEC.5.

Sec. 2. This article applies to an entity formed under or subject to IC 23-1, IC 23-1.3, IC 23-1.5, IC 23-4-1, IC 23-16, IC 23-17, IC 23-18, or IC 23-18.1. As added by P.L.118-2017, SEC.5.