PARTNERSHIP AGREEMENT -- EFFECT ON THIRD PARTIES -- RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED PARTNERSHIP

30-24-107. PARTNERSHIP AGREEMENT -- EFFECT ON THIRD PARTIES -- RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED PARTNERSHIP. (a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under section 30-24-703(b)(2), Idaho Code, to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 30-24-105(c) or (d)(2), Idaho Code, if contained in the partnership agreement, the provision is ineffective in the record. (d) Subject to subsection (c) of this section, if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record.