Title 30, CORPORATIONS

30-23-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Partnership Act."

30-23-102. DEFINITIONS. (a) In this chapter: (1) "Business" includes every trade, occupation and profession. (2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-23-403, Idaho Code, that is provided by a person to a…

30-23-103. KNOWLEDGE — NOTICE. (a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter. (b) A person has notice of a fact if the person: (1) Has reason to know the …

30-23-104. GOVERNING LAW. The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by: (1) In the case of a limited liability partnership, the law of this state; and (2) In t…

30-23-105. PARTNERSHIP AGREEMENT — SCOPE, FUNCTION AND LIMITATIONS. (a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the partnership; (2) The b…

30-23-106. PARTNERSHIP AGREEMENT — EFFECT ON PARTNERSHIP AND PERSON BECOMING PARTNER — PREFORMATION AGREEMENT. (a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that …

30-23-107. PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF 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 co…

30-23-108. SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE. (a) A record delivered to the secretary of state for filing pursuant to this act must be signed as follows: (1) Except as otherwise provided in subsections (2) and (3) of this section, a record signed…

30-23-109. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. (a) If a record delivered to the secretary of state for filing under this act and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recove…

30-23-110. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only: (1) A partnership formed on or after July 1, 2015; and (2) Except as otherwise provided in subsection (c) of this section, a partnership formed before July 1, 2015, that elects, …

30-23-111. subjects covered outside chapter. The following subjects are covered outside this chapter: (1) Delivery of record – section 30-21-104, Idaho Code. (2) Signing and filing pursuant to judicial order – section 30-21-210, Idaho Code. (3) Filing requirements – section 30-21…

30-23-201. PARTNERSHIP AS ENTITY. (a) A partnership is an entity distinct from its partners. (b) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under section 30-23-901, Idaho Code.

30-23-202. FORMATION OF PARTNERSHIP. (a) Except as otherwise provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An …

30-23-203. PARTNERSHIP PROPERTY. Property acquired by a partnership is property of the partnership and not of the partners individually.

30-23-204. WHEN PROPERTY IS PARTNERSHIP PROPERTY. (a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) One (1) or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or…

30-23-301. PARTNER AGENT OF PARTNERSHIP. Subject to the effect of a statement of partnership authority under section 30-23-303, Idaho Code, the following rules apply: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including t…

30-23-302. TRANSFER OF PARTNERSHIP PROPERTY. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under section 30-23-303, Idaho Code, partnership property held in the name of the partnership may be transferred …

30-23-303. STATEMENT OF PARTNERSHIP AUTHORITY. (a) A partnership may deliver to the secretary of state for filing a statement of partnership authority. The statement: (1) Must include the name of the partnership; and if the partnership is not a limited liability partnership, the …

30-23-304. STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that: (1) Provides the name of the partnership and the caption of the statement of authority to w…

30-23-305. PARTNERSHIP LIABLE FOR PARTNER’S ACTIONABLE CONDUCT. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of busi…

30-23-306. PARTNER’S LIABILITY. (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by l…

30-23-307. ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) A partnership may sue and be sued in the name of the partnership. (b) To the extent not inconsistent with section 30-23-306, Idaho Code, a partner may be joined in an action against the partnership or named in a sepa…

30-23-308. LIABILITY OF PURPORTED PARTNER. (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom …

30-23-401. PARTNER’S RIGHTS AND DUTIES. (a) Each partner is entitled to an equal share of the partnership profits and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits. …

30-23-402. BECOMING PARTNER. (a) Upon formation of a partnership, a person becomes a partner under section 30-23-202(a), Idaho Code. (b) After formation of a partnership, a person becomes a partner: (1) As provided in the partnership agreement; (2) As a result of a transaction ef…

30-23-403. FORM OF CONTRIBUTION. A contribution may consist of property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.

30-23-404. LIABILITY FOR CONTRIBUTION. (a) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contribution …

30-23-405. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under section 30-23-50…

30-23-406. LIMITATIONS ON DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP. (a) A limited liability partnership may not make a distribution, including a distribution under section 30-23-806, Idaho Code, if after the distribution: (1) The partnership would not be able to pay its deb…

30-23-407. LIABILITY OF IMPROPER DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP. (a) Except as provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of section 30-23-406, Idaho Code, and in consent…

30-23-408. RIGHTS to information OF PARTNERS AND PERSONS DISSOCIATED AS PARTNER. (a) A partnership shall keep its books and records, if any, at its principal office. (b) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location s…

30-23-409. STANDARDS OF CONDUCT FOR PARTNERS. (a) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subsections (b) and (c) of this section. (b) The fiduciary duty of loyalty of a partner includes the duties: (1) To account to the p…

30-23-410. ACTIONS BY PARTNERSHIP AND PARTNERS. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against t…

30-23-411. CONTINUATION OF PARTNERSHIP BEYOND DEFINITE TERM OR PARTICULAR UNDERTAKING. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and …

30-23-501. PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY. A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

30-23-502. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.

30-23-503. TRANSFER OF TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a transferable interest: (1) Is permissible, except the transfer of a transferable interest in a professional entity is not permissible without compliance with section 30-21-901(i), Idaho Code; …

30-23-504. CHARGING ORDER. (a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgme…

30-23-505. POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER. If a partner dies, the deceased partner’s legal representative may exercise: (1) The rights of a transferee provided in section 30-23-503(c), Idaho Code; and (2) For purposes of settling the estate, the rights the dece…

30-23-601. EVENTS CAUSING DISSOCIATION. A person is dissociated as a partner when: (1) The partnership has notice of the person’s express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on t…

30-23-602. POWER TO DISSOCIATE AS PARTNER — WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under section 30-23-601(1), Idaho Code. (b) A person’s dissociation as a par…

30-23-603. EFFECT OF DISSOCIATION. (a) If a person’s dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies. (b) If a person is dissociated as a partner: (1) The person’s right to…

30-23-701. persons dissociated as a partner without dissolution of partnership. (a) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business under section 30-23-801, Idaho Code, the partnership shall ca…

30-23-702. POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS PARTNER. (a) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the partnership is merged out of existence, converted,…

30-23-703. LIABILITY OF PERSON DISSOCIATED AS PARTNER TO OTHER PERSONS. (a) Except as otherwise provided in subsection (b) of this section, a person dissociated as a partner is not liable for a partnership obligation incurred after dissociation. (b) A person that is dissociated a…

30-23-704. STATEMENT OF DISSOCIATION. (a) A person dissociated as a partner or the partnership may deliver to the secretary of state for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership. (b) A statemen…

30-23-705. CONTINUED USE OF PARTNERSHIP NAME. Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an oblig…

30-23-801. EVENTS CAUSING DISSOLUTION. A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following: (1) In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a p…

30-23-802. WINDING UP. (a) A dissolved partnership shall wind up its business and, except as otherwise provided in section 30-23-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its business, the partnership: (1) S…

30-23-803. RESCINDING DISSOLUTION. (a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective or the district court has entered an order under section 30-23-801(4) or (5), Idaho Code, dissolving the partnership. (b)…