Indiana § 23-16-2-9 - Indemnification of partners, employees, officers, or agents

Full text of Indiana Indiana Code § 23-16-2-9 — Indemnification of partners, employees, officers, or agents, with citation guidance and answers to common questions.

§ 23-16-2-9. Indemnification of partners, employees, officers, or agents

Sec. 9. (a) A domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner, employee, officer, or agent of the partnership against liability incurred in the action if:

(1) the person's conduct was in good faith; and

(2) the person reasonably believed:

(A) in the case of conduct in the person's capacity as a partner, that the person's conduct was in the best interests of the partnership; and

(B) in all other cases that the person's conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and

(3) in the case of any criminal action, the person either:

(A) had reasonable cause to believe the person's conduct was lawful; or

(B) had no reasonable cause to believe the person's conduct was unlawful.

(b) The indemnification provided for in subsection (a) does not exclude any other rights to indemnification that a partner, employee, officer, or agent of the domestic or foreign limited partnership may have under the partnership agreement or with the written consent of all partners.

As added by P.L.147-1988, SEC.1.

IC 23-16-3Chapter 3. Formation and Certificate of Limited Partnership

23-16-3-1Partnership agreement 23-16-3-2Certificate of limited partnership 23-16-3-3Amendment to certificate 23-16-3-3.1Repealed 23-16-3-4Cancellation of certificate 23-16-3-5Repealed 23-16-3-6Repealed 23-16-3-7Filing in office of secretary of state 23-16-3-7.1Repealed 23-16-3-7.2Repealed 23-16-3-8Liability for false statement in certificate 23-16-3-9Scope of notice 23-16-3-10Delivery of certificates to limited partners 23-16-3-11Integration and restatement of certificate 23-16-3-12Repealed 23-16-3-13Repealed 23-16-3-14Repealed

Source: official Indiana text · Last verified 2026-08-27

Frequently Asked Questions About Indiana § 23-16-2-9

What does Indiana Code § 23-16-2-9 cover?

Section 23-16-2-9 ("Indemnification of partners, employees, officers, or agents") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Indiana § 23-16-2-9?

A common citation format is "Indiana Code § 23-16-2-9" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Indiana law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.

How does Indiana § 23-16-2-9 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.