Indiana Partnership Agreement

Indiana partnership agreements organize the co-owners of a partnership so they can run the business efficiently and with reliable expectations of one another’s obligations. Generally, this agreement should be executed by every partner forming the for-profit business entity as well as newly admitted partners then stored in the company records.

Last updated February 14th, 2025

Indiana partnership agreements organize the co-owners of a partnership so they can run the business efficiently and with reliable expectations of one another’s obligations. Generally, this agreement should be executed by every partner forming the for-profit business entity as well as newly admitted partners then stored in the company records.

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Indiana Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Optional File Online: Indiana InBiz  Business Entity Search
Limited Partnership (LP) Certificate of Limited Partnership Domestic Limited Partnership ($100.00)
Foreign Registration Statement ($125.00)
Limited Liability Partnership (LLP) Articles Of Registration Domestic Limited Liability Partnership ($100.00)
Foreign Registration Statement ($125.00)
Limited Liability Limited Partnership (LLLP) File Online: Indiana InBiz (Fee TBD on Filing)

Fiduciary Duty

Partners fully account “to the partnership for any benefit and hold as trustee” that is received without the consent or knowledge of the remaining partners during that partnership’s transactions, formation, liquidation, and conduct. [1]

All partners of a partnership are agents of that partnership “for the purpose of its business.” [2]

Partners are responsible for maintaining the “good will of the business.” [3]

Liability

General partners are jointly liable “for everything chargeable to the partnership” accordingly. [4]
Limited partners are “not liable for the obligations” of their limited partnership; however, if they are also a general partner, then they carry the same responsibility and obligation as a general partner.[5]
A limited partner does not carry a liability for their LP so long as they do not participate in the “control of the business.” [6]
Limited partners who act to control the business are liable to any third party who believes the limited partner is a general partner because of “the limited partner’s conduct.” [7]
Limited liability partners are “not personally liable, directly or indirectly,” for the LLP’s debts, contracts, or another partner’s “acts or omissions.” [8]
A limited liability partner can be held liable for that “partner’s own acts or omissions.” [9]

State Definitions (5)

General partner means a person (i.e., individual, business) admitted to a domestic or foreign limited partnership and named in the partnership agreement as a general partner or, if required, the certificate of limited partnership. [10]
Limited partner means a person who has formed or admitted to a limited partnership in compliance “with the laws of Indiana” as well as one who has been named as such in a foreign limited partnership according to that jurisdiction’s laws. [11]
Partnership means a for-proft business with “two (2) or more persons” designated as co-owners accordingly. [12]
Limited partnership (or domestic limited partnership) means a business partnership that is co-owned by “(1) or more general partners” as well as “(1) or more limited partners.” [13]
Limited liability partnership means a for-profit or business partnership that is made and operates “under an agreement governed by the laws” of Indiana and has the words “Limited Liability Partnership,” “LLP,” or L.L.P” as a part of its name. [14]