reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 3 - INTEREST EXCHANGE › Section 30-22-303 - APPROVAL OF INTEREST EXCHANGE.

30-22-303. APPROVAL OF INTEREST EXCHANGE. (a) A plan of interest exchange is not effective unless it has been approved:
(1) By a domestic acquired entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
(B) If neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a business corporation or a limited cooperative association, a merger, as if the interest exchange were a merger;
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or
(iii) In the case of a limited cooperative association, a transaction under this chapter; or
(C) By all of the interest holders of the entity entitled to vote on or consent to any matter if:
(i) In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of an interest exchange or merger; or
(ii) In the case of a limited cooperative association, neither its organic law nor organic rules provide for approval of an interest exchange or a transaction under this chapter; and
(2) In a record, by each interest holder of a domestic acquired entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(B) The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
History:
[30-22-303, added 2015, ch. 243, sec. 19, p. 795.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 3 - INTEREST EXCHANGE › Section 30-22-304 - AMENDMENT OR ABANDONMENT OF PLAN OF INTEREST EXCHANGE.

30-22-304. AMENDMENT OR ABANDONMENT OF PLAN OF INTEREST EXCHANGE. (a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) A domestic acquired entity may approve an amendment of a plan of interest exchange:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the plan;
(B) The public organic record, if any, or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(c) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired entity may abandon the plan in the same manner as the plan was approved.
(d) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired entity, must be delivered to the secretary of state for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the acquired entity;
(2) The date on which the statement of interest exchange was filed by the secretary of state; and
(3) A statement that the interest exchange has been abandoned in accordance with this section.
History:
[30-22-304, added 2015, ch. 243, sec. 19, p. 795.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 3 - INTEREST EXCHANGE › Section 30-22-305 - STATEMENT OF INTEREST EXCHANGE — EFFECTIVE DATE OF INTEREST EXCHANGE.

30-22-305. STATEMENT OF INTEREST EXCHANGE — EFFECTIVE DATE OF INTEREST EXCHANGE. (a) A statement of interest exchange must be signed by a domestic acquired entity and delivered to the secretary of state for filing.
(b) A statement of interest exchange must contain:
(1) The name and type of entity of the acquired entity;
(2) The name, jurisdiction of formation, and type of entity of the acquiring entity;
(3) If the statement of interest exchange is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4) A statement that the plan of interest exchange was approved by the acquired entity in accordance with this part; and
(5) Any amendments to the acquired entity’s public organic record, if any, approved as part of the plan of interest exchange.
(c) In addition to the requirements of subsection (b) of this section, a statement of interest exchange may contain any other provision not prohibited by law.
(d) A plan of interest exchange that is signed by a domestic acquired entity and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.
(e) A statement of interest exchange becomes effective on the date and time of filing or the later date and time specified in the statement of interest exchange.
(f) An interest exchange in which the acquired entity is a domestic entity is effective when the statement of interest exchange is effective.
History:
[30-22-305, added 2015, ch. 243, sec. 19, p. 796.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 3 - INTEREST EXCHANGE › Section 30-22-306 - EFFECT OF INTEREST EXCHANGE.

30-22-306. EFFECT OF INTEREST EXCHANGE. (a) When an interest exchange in which the acquired entity is a domestic entity becomes effective:
(1) The interests in the domestic acquired entity that are the subject of the interest exchange are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights as provided in section 30-22-109, Idaho Code, and the acquired entity’s organic law;
(2) The acquiring entity becomes the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;
(3) The public organic record, if any, of the acquired entity is amended as provided in the statement of interest exchange; and
(4) The private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.
(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the acquired entity.
(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the interest exchange becomes effective.
(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is subject to the following rules:
(1) The interest exchange does not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective.
(2) The person does not have interest holder liability under the organic law of the domestic acquired entity for any debt, obligation, or other liability that arises after the interest exchange becomes effective.
(3) The organic law of the domestic acquired entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the interest exchange had not occurred.
(4) The person has whatever rights of contribution from any other person as are provided by law other than this chapter or the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the interest exchange had not occurred.
History:
[30-22-306, added 2015, ch. 243, sec. 19, p. 797.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 4 - CONVERSION › Section 30-22-401 - CONVERSION AUTHORIZED.

30-22-401. CONVERSION AUTHORIZED. (a) By complying with this part, a domestic entity may become:
(1) A domestic entity that is a different type of entity; or
(2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(b) By complying with the provisions of this part applicable to foreign entities, a foreign entity may become a domestic entity that is a different type of entity if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after July 1, 2007.
History:
[30-22-401, added 2015, ch. 243, sec. 20, p. 798.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 4 - CONVERSION › Section 30-22-402 - PLAN OF CONVERSION.

30-22-402. PLAN OF CONVERSION. (a) A domestic entity may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain:
(1) The name and type of entity of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) The manner of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) The proposed public organic record of the converted entity if it will be a filing entity;
(5) The full text of the private organic rules of the converted entity that are proposed to be in a record;
(6) The other terms and conditions of the conversion; and
(7) Any other provision required by the law of this state or the organic rules of the converting entity.
(b) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law.
History:
[30-22-402, added 2015, ch. 243, sec. 20, p. 798.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 4 - CONVERSION › Section 30-22-403 - APPROVAL OF CONVERSION.

30-22-403. APPROVAL OF CONVERSION. (a) A plan of conversion is not effective unless it has been approved:
(1) By a domestic converting entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;
(B) If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a business corporation or limited cooperative association, a merger, as if the conversion were a merger; or
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
(iii) In the case of a limited cooperative association, a transaction under this chapter; or
(C) By all of the interest holders of the entity entitled to vote on or consent to any matter if:
(i) In the case of any entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of a conversion or a merger; or
(ii) In the case of a limited cooperative association, neither its organic law nor organic rules provide for approval of a conversion or a transaction under this chapter; and
(2) In a record, by each interest holder of a domestic converting entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:
(A) The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(B) The interest holder voted for or consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
History:
[30-22-403, added 2015, ch. 243, sec. 20, p. 798.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 4 - CONVERSION › Section 30-22-404 - AMENDMENT OR ABANDONMENT OF PLAN OF CONVERSION.

30-22-404. AMENDMENT OR ABANDONMENT OF PLAN OF CONVERSION. (a) A plan of conversion of a domestic converting entity may be amended:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
(B) The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting entity may abandon the plan in the same manner as the plan was approved.
(c) If a plan of conversion is abandoned after a statement of conversion has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the converting entity;
(2) The date on which the statement of conversion was filed by the secretary of state; and
(3) A statement that the conversion has been abandoned in accordance with this section.
History:
[30-22-404, added 2015, ch. 243, sec. 20, p. 799.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 4 - CONVERSION › Section 30-22-405 - STATEMENT OF CONVERSION — EFFECTIVE DATE OF CONVERSION.

30-22-405. STATEMENT OF CONVERSION — EFFECTIVE DATE OF CONVERSION. (a) A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b) A statement of conversion must contain:
(1) The name, jurisdiction of formation, and type of entity of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4) If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(5) If the converted entity is a domestic filing entity, its public organic record, as an attachment;
(6) If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(7) If the converted entity is a foreign entity, a statement designating a registered agent in compliance with section 30-21-411, Idaho Code.
(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(f) A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion.
(g) If the converted entity is a domestic entity, the conversion is effective when the statement of conversion is effective. If the converted entity is a foreign entity, the conversion is effective on the later of:
(1) The date and time provided by the organic law of the converted entity; or
(2) When the statement is effective.
History:
[30-22-405, added 2015, ch. 243, sec. 20, p. 800.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 5 - DOMESTICATION › Section 30-22-501 - DOMESTICATION AUTHORIZED.

30-22-501. DOMESTICATION AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after July 1, 2007.
History:
[30-22-501, added 2015, ch. 243, sec. 21, p. 802.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 5 - DOMESTICATION › Section 30-22-502 - PLAN OF DOMESTICATION.

30-22-502. PLAN OF DOMESTICATION. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1) The name and type of entity of the domesticating entity;
(2) The name and jurisdiction of formation of the domesticated entity;
(3) The manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) The proposed public organic record of the domesticated entity if it is a filing entity;
(5) The full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) The other terms and conditions of the domestication; and
(7) Any other provision required by the law of this state or the organic rules of the domesticating entity.
(b) In addition to the requirements of subsection (a) of this section, a plan of domestication may contain any other provision not prohibited by law.
History:
[30-22-502, added 2015, ch. 243, sec. 21, p. 802.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 5 - DOMESTICATION › Section 30-22-503 - APPROVAL OF DOMESTICATION.

30-22-503. APPROVAL OF DOMESTICATION. (a) A plan of domestication is not effective unless it has been approved:
(1) By a domestic domesticating entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;
(B) If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a business corporation or limited cooperative association, a merger, as if the domestication were a merger;
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or
(iii) In the case of a limited cooperative association, a transaction under this chapter;
(C) By all of the interest holders of the entity entitled to vote on or consent to any matter if:
(i) In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of a domestication or a merger; or
(ii) In the case of a limited cooperative association, neither its organic law nor organic rules provide for approval of a domestication or a transaction under this chapter; and
(2) In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of formation.
History:
[30-22-503, added 2015, ch. 243, sec. 21, p. 802.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 5 - DOMESTICATION › Section 30-22-504 - AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION.

30-22-504. AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION. (a) A plan of domestication of a domestic domesticating entity may be amended:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;
(B) The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved.
(c) If a plan of domestication is abandoned after a statement of domestication has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the entity, must be delivered to the secretary of state for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of the domesticating entity;
(2) The date on which the statement of domestication was filed by the secretary of state; and
(3) A statement that the domestication has been abandoned in accordance with this section.
History:
[30-22-504, added 2015, ch. 243, sec. 21, p. 803.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 5 - DOMESTICATION › Section 30-22-505 - STATEMENT OF DOMESTICATION — EFFECTIVE DATE OF DOMESTICATION.

30-22-505. STATEMENT OF DOMESTICATION — EFFECTIVE DATE OF DOMESTICATION. (a) A statement of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing.
(b) A statement of domestication must contain:
(1) The name, jurisdiction of formation, and type of entity of the domesticating entity;
(2) The name and jurisdiction of formation of the domesticated entity;
(3) If the statement of domestication is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4) If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;
(5) If the domesticated entity is a domestic filing entity, its public organic record, as an attachment;
(6) If the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(7) If the domesticated entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent in compliance with section 30-21-411, Idaho Code.
(c) In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.
(d) If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of domestication that is signed by a domesticating domestic entity and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to a statement of domestication refer to the plan of domestication filed under this subsection.
(f) A statement of domestication is effective on the date and time of filing or the later date and time specified in the statement of domestication.
(g) A domestication in which the domesticated entity is a domestic entity is effective when the statement of domestication is effective. A domestication in which the domesticated entity is a foreign entity is effective on the later of:
(1) The date and time provided by the organic law of the domesticated entity; or
(2) When the statement is effective.
History:
[30-22-505, added 2015, ch. 243, sec. 21, p. 804.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-101 - SHORT TITLE.

30-23-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Partnership Act."
History:
[30-23-101, added 2015, ch. 243, sec. 23, p. 806.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-103 - KNOWLEDGE — NOTICE.

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 fact from all the facts known to the person at the time in question; or
(2) As deemed to have notice of the fact under subsection (d)(2) of this section.
(c) Subject to section 30-21-212, Idaho Code, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(d) A person not a partner is deemed:
(1) To know of a limitation on authority to transfer real property as provided in section 30-23-303(g), Idaho Code; and
(2) To have notice of:
(A) A person’s dissociation as a partner ninety (90) days after a statement of dissociation under section 30-23-704, Idaho Code, becomes effective; and
(B) A partnership’s:
(i) Dissolution ninety (90) days after a statement of dissolution under section 30-23-802, Idaho Code, becomes effective;
(ii) Termination ninety (90) days after a statement of termination under section 30-23-802, Idaho Code, becomes effective; and
(iii) Participation in a merger, interest exchange, conversion, or domestication ninety (90) days after articles of merger, interest exchange, conversion, or domestication under chapter 22, title 30, Idaho Code, become effective.
(e) A partner’s knowledge or notice of a fact relating to the partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
History:
[30-23-103, added 2015, ch. 243, sec. 23, p. 807; am. 2020, ch. 82, sec. 19, p. 194.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-104 - GOVERNING LAW.

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 the case of a partnership that is not a limited liability partnership, the law of the jurisdiction in which the partnership has its principal office.
History:
[30-23-104, added 2015, ch. 243, sec. 23, p. 808.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-106 - PARTNERSHIP AGREEMENT — EFFECT ON PARTNERSHIP AND PERSON BECOMING PARTNER — PREFORMATION AGREEMENT.

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 becomes a partner is deemed to assent to the partnership agreement.
(c) Two (2) or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
History:
[30-23-106, added 2015, ch. 243, sec. 23, p. 810.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-107 - PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF PARTNERSHIP.

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 condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a 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 30-23-504(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:
(A) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
(B) Prejudices the rights under section 30-23-701, Idaho Code, of a person that dissociated as a partner before the amendment was made.
(c) If a record delivered by a partnership to the secretary of state for filing becomes effective under this chapter and contains a provision that would be ineffective under section 30-23-105(c) or (d)(3), 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 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.
History:
[30-23-107, added 2015, ch. 243, sec. 23, p. 810; am. 2020, ch. 82, sec. 20, p. 194.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-108 - SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE.

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 by a partnership must be signed by a person authorized by the partnership.
(2) A record filed on behalf of a dissolved partnership that has no partner must be signed by the person winding up the partnership’s business under section 30-23-802(3), Idaho Code, or a person appointed under section 30-23-802(4), Idaho Code, to wind up the business.
(3) A statement of denial by a person under section 30-23-304, Idaho Code, must be signed by that person.
(4) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
(b) A record filed under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.
History:
[30-23-108, added 2015, ch. 243, sec. 23, p. 810.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-109 - LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

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 recover damages for the loss from a partner if:
(1) A person signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
(2) Subject to subsection (b) of this section:
(A) The record was delivered for filing on behalf of the partnership; and
(B) The partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have:
(i) Effected an amendment under section 30-23-901(f), Idaho Code;
(ii) Filed a petition under section 30-21-210, Idaho Code; or
(iii) Delivered to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, or a statement of correction under section 30-21-205, Idaho Code.
(b) To the extent the partnership agreement expressly relieves a partner of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the partnership to the secretary of state for filing under this act and imposes that responsibility on one (1) or more other partners, the liability stated in subsection (a)(2) of this section applies to those other partners and not to the partner that the partnership agreement relieves of the responsibility.
(c) An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate.
History:
[30-23-109, added 2015, ch. 243, sec. 23, p. 811; am. 2020, ch. 82, sec. 21, p. 195.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-110 - APPLICATION TO EXISTING RELATIONSHIPS.

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, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c) of this section, on and after July 1, 2017, this chapter governs all partnerships.
(c) With respect to a partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the partnership’s partners to third parties apply:
(1) Before July 1, 2015, to:
(A) A third party that had not done business with the partnership in the year before the election took effect; and
(B) A third party that had done business with the partnership in the year before the election took effect only if the third party knows or has been notified of the election; and
(2) On and after July 1, 2017, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B) of this subsection.
History:
[30-23-110, added 2015, ch. 243, sec. 23, p. 811.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-23-111 - SUBJECTS COVERED OUTSIDE CHAPTER.

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 30-21-201, Idaho Code.
(4) Effective date and time – section 30-21-203, Idaho Code.
(5) Withdrawal of filed record before effectiveness – section 30-21-204, Idaho Code.
(6) Correcting filed record – section 30-21-205, Idaho Code.
(7) Duty of secretary of state to file; review of refusal to file; delivery of record by secretary of state – sections 30-21-206 and 30-21-212, Idaho Code.
(8) Reservation of power to amend or repeal – section 30-21-701, Idaho Code.
(9) Supplemental principles of law – section 30-21-702, Idaho Code.
History:
[30-23-111, added 2015, ch. 243, sec. 23, p. 812; am. 2020, ch. 82, sec. 22, p. 196.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 2 - NATURE OF PARTNERSHIP › Section 30-23-201 - PARTNERSHIP AS ENTITY.

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.
History:
[30-23-201, added 2015, ch. 243, sec. 24, p. 812.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 2 - NATURE OF PARTNERSHIP › Section 30-23-202 - FORMATION OF PARTNERSHIP.

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 association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(A) Of a debt by installments or otherwise;
(B) For services as an independent contractor or of wages or other compensation to an employee;
(C) Of rent;
(D) Of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner;
(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(F) For the sale of the goodwill of a business or other property by installments or otherwise.
History:
[30-23-202, added 2015, ch. 243, sec. 24, p. 812.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 2 - NATURE OF PARTNERSHIP › Section 30-23-203 - PARTNERSHIP PROPERTY.

30-23-203. PARTNERSHIP PROPERTY. Property acquired by a partnership is property of the partnership and not of the partners individually.
History:
[30-23-203, added 2015, ch. 243, sec. 24, p. 813.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 2 - NATURE OF PARTNERSHIP › Section 30-23-204 - WHEN PROPERTY IS PARTNERSHIP PROPERTY.

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 of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) The partnership in its name; or
(2) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of 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 of the existence of a partnership.
(d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
History:
[30-23-204, added 2015, ch. 243, sec. 24, p. 813.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-301 - PARTNER AGENT OF PARTNERSHIP.

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 the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course of the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew, or had notice, that the partner lacked authority.
(2) An act of a partner that is not apparently for carrying on in the ordinary course of the partnership’s business or business of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
History:
[30-23-301, added 2015, ch. 243, sec. 25, p. 813.]