Sec. 3. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs. However, the circuit or superior court of the county in which the office of the limited partnership referred to in IC 23-0.5-4 is located, or if the office referred to in IC 23-0.5-4 is not within Indiana, the circuit or superior court of the county in which the business address of the registered agent referred to in IC 23-0.5-4 is located, may wind up the limited partnership’s affairs upon application of any partner or of any partner’s legal representative or assignee, and in connection with the winding up, may appoint a liquidating trustee.

     (b) Upon the dissolution of a limited partnership, the persons winding up the affairs of a limited partnership may, in the name of the limited partnership and for and on behalf of the limited partnership, prosecute and defend civil, criminal, and administrative proceedings, settle and close the limited partnership’s business, dispose of and convey the limited partnership’s property, discharge the limited partnership’s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.

As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.76.