Title 30, CORPORATIONS

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)…

30-23-804. POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A partnership is bound by a partner’s act after dissolution which: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under section 30-23-301, Idaho Code, before dissoluti…

30-23-805. LIABILITY AFTER DISSOLUTION of partner and person dissociated as general partner. (a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under section 30-23-804(a), Idaho Code, by an act that is not appropriate for winding up t…

30-23-806. DISPOSITION OF ASSETS IN WINDING UP — WHEN CONTRIBUTIONS REQUIRED. (a) In winding up its business, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners th…

30-23-807. KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section that has the effect provide…

30-23-808. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP. (a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under…

30-23-809. COURT PROCEEDINGS. (a) A dissolved limited liability partnership that has published a notice under section 30-23-808, Idaho Code, may file an application with the district court in the county where the partnership’s principal office is located or, if the principal offi…

30-23-810. LIABILITY OF PARTNER AND PERSON DISSOCIATED AS PARTNER WHEN CLAIM AGAINST PARTNERSHIP BARRED. If a claim against a dissolved partnership is barred under section 30-23-807, 30-23-808 or 30-23-809, Idaho Code, any corresponding claim under section 30-23-306, 30-23-703 or…

30-23-901. STATEMENT OF QUALIFICATION. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary …

30-23-902. permitted names. The name of a partnership that is not a limited liability partnership may not contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP" or "LLP."

30-23-903. ADMINISTRATIVE REVOCATION OF STATEMENT OF QUALIFICATION. (a) The secretary of state may commence a proceeding under subsection (b) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not: …

30-23-904. REINSTATEMENT. (a) A partnership whose statement of qualification has been revoked administratively under section 30-23-903, Idaho Code, may apply to the secretary of state for reinstatement of the statement of qualification not later than ten (10) years after the effe…

30-23-905. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT. (a) If the secretary of state denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the secretary of state shall serve the partnership with n…

30-23-906. subjects covered outside chapter. The following subjects are covered outside this chapter: (1) Reservation of name – section 30-21-303, Idaho Code. (2) Registration of name – section 30-21-304, Idaho Code. (3) Registered agent – section 30-21-404, Idaho Code. (4) Chang…

30-24-101. SHORT TITLE. This chapter may be cited as the Idaho Uniform Limited Partnership Act.

30-24-102. DEFINITIONS. (a) In this chapter: (1) "Certificate of limited partnership" means the certificate required by section 30-24-201, Idaho Code. The term includes the certificate as amended or restated. (2) "Contribution," except in the phrase "right of contribution," means…

30-24-103. 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 law other than this chapter. (b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the …

30-24-104. GOVERNING LAW. The law of this state governs: (1) The internal affairs of a limited partnership; and (2) The liability of a partner as partner for the debts, obligations, or other liabilities of a limited partnership.

30-24-105. PARTNERSHIP AGREEMENT — SCOPE — FUNCTION — 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 limited partnership; (2…

30-24-106. PARTNERSHIP AGREEMENT — EFFECT ON LIMITED PARTNERSHIP AND PERSON BECOMING PARTNER — PREFORMATION AGREEMENT. (a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b…

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 o…

30-24-108. REQUIRED INFORMATION. A limited partnership shall maintain at its principal office the following information: (a) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetica…

30-24-109. DUAL CAPACITY. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the…

30-24-110. NATURE, PURPOSE AND DURATION OF LIMITED PARTNERSHIP. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited par…

30-24-111. POWERS. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

30-24-112. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only: (1) A limited partnership formed on or after July 1, 2015; and (2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before Ju…

30-24-113. subjects covered outside chapter. The following subjects are covered outside this chapter: (1) Supplemental principles of law – section 30-21-702, Idaho Code. (2) Permitted names – sections 30-21-301 and 30-21-302, Idaho Code. (3) Reservation of name – section 30-21-30…

30-24-201. FORMATION OF LIMITED PARTNERSHIP — CERTIFICATE OF LIMITED PARTNERSHIP. (a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing. (b) A certificate of limited partnership must state: (1) The name …

30-24-202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF LIMITED PARTNERSHIP. (a) A certificate of limited partnership may be amended or restated at any time. (b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing…

30-24-203. 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) An initial certificate of limited partnership must be signed by all general partners lis…

30-24-204. subjects COVERED OUTSIDE chapter. The following subjects are covered outside this chapter: (1) Signing and filing pursuant to judicial order – section 30-21-210, Idaho Code. (2) Liability for inaccurate information in filed record – section 30-21-211, Idaho Code. (3) F…

30-24-301. BECOMING LIMITED PARTNER. (a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (b) After formation, a person becomes a limited partner: (1) As provided in the partnership agreem…

30-24-302. NO AGENCY POWER OF LIMITED PARTNER AS LIMITED PARTNER. (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (2) A person’s status as a limited partner does not prevent or restrict law other than this chapter from i…

30-24-303. NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. (a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indire…

30-24-304. RIGHTS TO INFORMATION OF LIMITED PARTNER AND PERSON DISSOCIATED AS LIMITED PARTNER. (a) On ten (10) days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limi…

30-24-305. LIMITED DUTIES OF LIMITED PARTNERS. (a) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this act or the partnership agreement consistently with the contractual obligati…

30-24-306. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. (a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner …

30-24-401. BECOMING GENERAL PARTNER. (a) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. (b) After formation of a limited partnership, a person becomes a general partner: (1) As provided …

30-24-402. NO AGENCY POWER OF general PARTNER AS LIMITED PARTNER. (a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparent…

30-24-403. LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER’S ACTIONABLE CONDUCT. (a) A limited 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 general partner actin…

30-24-404. RIGHTS TO INFORMATION OF General PARTNER AND PERSON DISSOCIATED AS LIMITED PARTNER. (a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners are liable jointly and severally for all debts, obligations, and other liabilities of t…

30-24-405. ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) To the extent not inconsistent with section 30-24-404, Idaho Code, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partners…

30-24-406. MANAGEMENT RIGHTS OF GENERAL PARTNER. (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the par…