Title 30, CORPORATIONS

30-24-502. LIABILITY FOR CONTRIBUTION. (a) A person’s obligation to make a contribution to a limited 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 contr…

30-24-503. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partne…

30-24-504. LIMITATIONS ON DISTRIBUTIONS. (a) A limited partnership may not make a distribution, including a distribution under section 30-24-810, Idaho Code, if after the distribution: (1) The partnership would not be able to pay its debts as they become due in the ordinary cours…

30-24-505. LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) If a general partner consents to a distribution made in violation of section 30-24-504, Idaho Code, and in consenting to the distribution fails to comply with section 30-24-409, Idaho Code, the general partner is personally lia…

30-24-601. DISSOCIATION AS LIMITED PARTNER. (a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (b) A person is dissociated as a limited partner when: (1) The limited partnership knows or has no…

30-24-602. EFFECT OF DISSOCIATION AS LIMITED PARTNER. (a) If a person is dissociated as a limited partner: (1) Subject to section 30-24-704, Idaho Code, the person does not have further rights as a limited partner; (2) The person’s contractual obligation of good faith and fair de…

30-24-603. DISSOCIATION AS GENERAL PARTNER. A person is dissociated as a general partner when: (1) The limited partnership knows or has notice of the person’s express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the…

30-24-604. POWER TO DISSOCIATE AS GENERAL PARTNER — WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under section 30-24-603(1), Idaho Code. (b) A person…

30-24-605. EFFECT OF DISSOCIATION AS GENERAL PARTNER. (a) If a person is dissociated as a general partner: (1) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates; (2) The person’s dut…

30-24-606. POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under chapter 22, title 30, Idaho Code, or dissolved, …

30-24-607. LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER to other persons. (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred…

30-24-701. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.

30-24-702. 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; …

30-24-703. 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…

30-24-704. 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 30-24-702(c), Idaho Code; and (2) For the purposes of settling the estate, the rights of a…

30-24-801. EVENTS CAUSING DISSOLUTION. (a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the partnership agreement states causes dissolution; (2) The affirmative …

30-24-802. WINDING UP. (a) A dissolved limited partnership shall wind up its activities and affairs, and, except as otherwise provided in section 30-24-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its activitie…

30-24-803. RESCINDING DISSOLUTION. (a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the district court has entered an order under section 30-24-801(a)(6), Idaho Code, dissolving the partnership, o…

30-24-804. POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the partnership’s activities and affairs; or (2) Would have bound the partnership under section 30-24-4…

30-24-805. LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 30-24-804(a), Idaho Code, by an act that is not appr…

30-24-806. KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c…

30-24-807. OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) A dissolved limited 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 subsection (a) of t…

30-24-808. COURT PROCEEDINGS. (1) A dissolved limited partnership that has published a notice under section 30-24-807, 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 office is not …

30-24-809. LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. If a claim against a dissolved limited partnership is barred under section 30-24-806, 30-24-807 or 30-24-808, Idaho Code, any corresponding claim under…

30-24-810. DISPOSITION OF ASSETS IN WINDING UP — WHEN CONTRIBUTIONS REQUIRED. (a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors,…

30-24-811. subjects covered outside chapter. The following subjects are covered outside this chapter: (1) Administrative dissolution – sections 30-21-601 and 30-21-602, Idaho Code. (2) Reinstatement – section 30-21-603, Idaho Code. (3) Judicial review of denial of reinstatement –…

30-24-901. DIRECT ACTION BY PARTNER. (a) Subject to subsection (b) of this section, a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s ri…

30-24-902. DERIVATIVE ACTION. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the gener…

30-24-903. PROPER PLAINTIFF. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and: (1) Was a partner when the conduct giving rise to the action occurred; or (2) Whose status as…

30-24-904. PLEADING. In a derivative action, the complaint must state with particularity: (1) The date and content of the plaintiff’s demand and the response to the demand by the general partner; or (2) Why the demand should be excused as futile.

30-24-905. SPECIAL LITIGATION COMMITTEE. (a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action …

30-24-906. PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and (2) If …

30-27-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Unincorporated Nonprofit Association Act."

30-27-102. definitions. (a) In this chapter: (1) "Established practices" means the practices used by an unincorporated nonprofit association without material change during the most recent five (5) years of its existence, or if it has existed for less than five (5) years, during i…

30-27-103. relation to other laws. (a) A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter, to the extent of the inconsistency. (b) This chapter supplements the law of this state that applies to nonpr…

30-27-104. governing law. (a) Except as otherwise provided in subsection (b) of this section, the law of this state governs the operation in this state of an unincorporated nonprofit association formed or operating in this state. (b) Unless the governing principles specify a diff…

30-27-105. ENTITY — PERPETUAL EXISTENCE — POWERS. (a) An unincorporated nonprofit association is an entity distinct from its members and managers. (b) An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise. (c) An unincorp…

30-27-106. OWNERSHIP AND TRANSFER OF PROPERTY. (a) An unincorporated nonprofit association may acquire, hold, or transfer in its name an interest in property. (b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.

30-27-107. STATEMENT OF AUTHORITY AS TO REAL PROPERTY. (a) In this section, "statement of authority" means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association. (b) An interest in real property held …

30-27-108. liability. (a) A debt, obligation, or other liability of an unincorporated nonprofit association is solely the debt, obligation, or other liability of the association. A member or manager is not personally liable, directly or indirectly, by way of contribution or other…

30-27-109. ASSERTION AND DEFENSE OF CLAIMS. (a) An unincorporated nonprofit association may sue or be sued in its own name. (b) A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it …

30-27-110. EFFECT OF JUDGMENT OR ORDER. A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager.

30-27-111. service of process. In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process, on a manager of the association, or in any other manner authorized by the law of t…

30-27-112. ACTION OR PROCEEDING NOT ABATED BY CHANGE. An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.

30-27-113. Venue. Unless otherwise provided by law other than this chapter, venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation.

30-27-114. MEMBER NOT AGENT. A member is not an agent of the association solely by reason of being a member.