reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-302 - TRANSFER OF PARTNERSHIP PROPERTY.

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 by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 30-23-301, Idaho Code, and:
(1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2) of this section, proves that the subsequent transferee knew or had been notified that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) As to a transferee who gave value for property transferred under subsection (a)(3) of this section, proves that the transferee knew or had been notified that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d) If a person holds all the partners’ interests in the partnership, all the partnership property vests in that person. The person may sign a record in the name of the partnership to evidence vesting of the property in that person and may file or record the record.
History:
[30-23-302, added 2015, ch. 243, sec. 25, p. 814.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-304 - STATEMENT OF DENIAL.

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 which the statement of denial pertains; and
(2) Denies the grant of authority.
History:
[30-23-304, added 2015, ch. 243, sec. 25, p. 816.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-305 - PARTNERSHIP LIABLE FOR PARTNER’S ACTIONABLE CONDUCT.

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 business of the partnership or with the actual or apparent authority of the partnership.
(b) If, in the course of the partnership’s business or while acting with actual or apparent authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
History:
[30-23-305, added 2015, ch. 243, sec. 25, p. 816.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-306 - PARTNER’S LIABILITY.

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 law.
(b) A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner.
(c) A debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability partnership solely by reason of being or so acting as a partner. This subsection applies:
(1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under section 30-23-901(b), Idaho Code; and
(2) Regardless of the dissolution of the limited liability partnership.
(d) The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership.
(e) The cancellation or administrative revocation of a limited liability partnership’s statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
History:
[30-23-306, added 2015, ch. 243, sec. 25, p. 816.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-307 - ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.

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 separate action.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 30-23-306, Idaho Code, and:
(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 30-23-308, Idaho Code.
History:
[30-23-307, added 2015, ch. 243, sec. 25, p. 817.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP › Section 30-23-308 - LIABILITY OF PURPORTED PARTNER.

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 the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
History:
[30-23-308, added 2015, ch. 243, sec. 25, p. 817.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-401 - PARTNER’S RIGHTS AND DUTIES.

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.
(b) A partnership shall reimburse a partner for any payment made by the partner in the course of the partner’s activities on behalf of the partnership, if the partner complied with this section and section 30-23-409, Idaho Code, in making the payment.
(c) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of this section or section 30-23-407 or 30-23-409, Idaho Code.
(d) In the ordinary course of its business, a partnership may advance reasonable expenses, including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (c) of this section.
(e) A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under section 30-23-105(c)(7), Idaho Code, the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability.
(f) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(g) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (b) or (f) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(h) Each partner has equal rights in the management and conduct of the partnership’s business.
(i) A partner may use or possess partnership property only on behalf of the partnership.
(j) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(k) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership, and an amendment to the partnership agreement, may be undertaken only with the affirmative vote or consent of all of the partners.
History:
[30-23-401, added 2015, ch. 243, sec. 26, p. 818; am. 2020, ch. 82, sec. 23, p. 196.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-402 - BECOMING PARTNER.

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 effective under chapter 22, title 30, Idaho Code; or
(3) With the affirmative vote or consent of all the partners.
(c) A person may become a partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the partnership.
History:
[30-23-402, added 2015, ch. 243, sec. 26, p. 819; am. 2020, ch. 82, sec. 24, p. 197.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-403 - FORM OF CONTRIBUTION.

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.
History:
[30-23-403, added 2015, ch. 243, sec. 26, p. 819.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-404 - LIABILITY FOR CONTRIBUTION.

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 other than money, the person is obligated at the option of the partnership to contribute money equal to the value of the part of the contribution which has not been made.
(c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited liability partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
History:
[30-23-404, added 2015, ch. 243, sec. 26, p. 819.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-405 - SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.

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 30-23-503, Idaho Code, or charging order in effect under section 30-23-504, Idaho Code.
(b) Subject to section 30-23-701, Idaho Code, a person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.
(c) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in section 30-23-806, Idaho Code, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
(d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee is entitled to all remedies available to a creditor of the partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.
History:
[30-23-405, added 2015, ch. 243, sec. 26, p. 819.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-407 - LIABILITY OF IMPROPER DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP.

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 consenting to the distribution fails to comply with section 30-23-409, Idaho Code, the partner is personally liable to the partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 30-23-406, Idaho Code.
(b) To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one (1) or more other partners, the liability stated in subsection (a) of this section applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility.
(c) A person that receives a distribution knowing that the distribution violated section 30-23-406, Idaho Code, is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 30-23-406, Idaho Code.
(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may:
(1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
(2) Implead any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e) An action under this section is barred unless commenced not later than two (2) years after the distribution.
History:
[30-23-407, added 2015, ch. 243, sec. 26, p. 820.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-409 - STANDARDS OF CONDUCT FOR PARTNERS.

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 partnership and hold as trustee for it any property, profit, or benefit derived by the partner:
(A) In the conduct or winding up of the partnership’s business;
(B) From a use by the partner of the partnership’s property; or
(C) From the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership’s business before the dissolution of the partnership.
(c) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this act or under the partnership agreement solely because the partner’s conduct furthers the partner’s own interest.
(f) All the partners may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a partner that otherwise would violate the duty of loyalty.
(g) It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the partnership.
(h) If, as permitted by subsection (f) of this section or by the partnership agreement, a partner enters into a transaction with the partnership that otherwise would be prohibited by subsection (b)(2) of this section, the partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
History:
[30-23-409, added 2015, ch. 243, sec. 26, p. 822.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-410 - ACTIONS BY PARTNERSHIP AND PARTNERS.

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 the partnership or another partner, with or without an accounting as to partnership business, to enforce the partner’s rights and protect the partner’s interests, including rights and interests under the partnership agreement or this act or arising independently of the partnership relationship.
(c) A right to an accounting on dissolution and winding up does not revive a claim barred by law.
History:
[30-23-410, added 2015, ch. 243, sec. 26, p. 822.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP › Section 30-23-411 - CONTINUATION OF PARTNERSHIP BEYOND DEFINITE TERM OR PARTICULAR UNDERTAKING.

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 duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
History:
[30-23-411, added 2015, ch. 243, sec. 26, p. 823.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-23-501 - PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY.

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.
History:
[30-23-501, added 2015, ch. 243, sec. 27, p. 823.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-23-502 - NATURE OF TRANSFERABLE INTEREST.

30-23-502. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.
History:
[30-23-502, added 2015, ch. 243, sec. 27, p. 823.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-23-503 - TRANSFER OF TRANSFERABLE INTEREST.

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;
(2) Does not by itself cause a partner’s dissociation or a dissolution and winding up of the partnership business; and
(3) Subject to section 30-23-505, Idaho Code, does not entitle the transferee to:
(A) Participate in the management or conduct of the partnership’s business; or
(B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the partnership’s business.
(b) A transferee has the right to:
(1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; and
(2) Seek under section 30-23-801(5), Idaho Code, a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.
(d) A partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer.
(e) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.
(f) Except as otherwise provided in section 30-23-601(4)(B), Idaho Code, if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.
(g) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under sections 30-23-404 and 30-23-407, Idaho Code, known to the transferee when the transferee becomes a partner.
History:
[30-23-503, added 2015, ch. 243, sec. 27, p. 823.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-23-504 - CHARGING ORDER.

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 judgment debtor’s transferable interest and requires the partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:
(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2) Make all other orders necessary to give effect to the charging order.
(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to section 30-23-503, Idaho Code.
(d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e) At any time before foreclosure under subsection (c) of this section, a partnership or one (1) or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g) This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor’s transferable interest.
History:
[30-23-504, added 2015, ch. 243, sec. 27, p. 824.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-23-505 - POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER.

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 deceased partner had under section 30-23-408, Idaho Code.
History:
[30-23-505, added 2015, ch. 243, sec. 27, p. 824.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-23-602 - POWER TO DISSOCIATE AS PARTNER — WRONGFUL DISSOCIATION.

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 partner is wrongful only if the dissociation:
(1) Is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, occurs before the expiration of the term or the completion of the undertaking and:
(A) The person withdraws as a partner by express will, unless the withdrawal follows not later than ninety (90) days after another person’s dissociation by death or otherwise under section 30-23-601(6) through (10), Idaho Code, or wrongful dissociation under this subsection;
(B) The person is expelled as a partner by judicial order under section 30-23-601(5), Idaho Code;
(C) The person is dissociated under section 30-23-601(6), Idaho Code; or
(D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
History:
[30-23-602, added 2015, ch. 243, sec. 28, p. 826.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-23-603 - EFFECT OF DISSOCIATION.

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 participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 30-23-802(c), Idaho Code; and
(2) The person’s duties and obligations under section 30-23-409, Idaho Code, end with regard to matters arising and events occurring after the person’s dissociation except to the extent the partner participates in winding up the partnership’s business pursuant to section 30-23-802, Idaho Code.
(c) A person’s dissociation does not of itself discharge the person from a debt, obligation, or other liability to the partnership or the other partners that the person incurred while a partner.
History:
[30-23-603, added 2015, ch. 243, sec. 28, p. 827.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 7 - PARTNER’S DISSOCIATION WHEN BUSINESS NOT WOUND UP › Section 30-23-702 - POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS PARTNER.

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, or domesticated under chapter 22, title 30, Idaho Code, or dissolved, the partnership is bound by an act of the person only if:
(1) The act would have bound the partnership under section 30-23-301, Idaho Code, before dissociation; and
(2) At the time the other party enters into the transaction:
(A) Less than two (2) years has passed since the dissociation; and
(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a partner.
(b) If a partnership is bound under subsection (a) of this section, the person dissociated as a partner that caused the partnership to be bound is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a) of this section; and
(2) If a partner or another person dissociated as a partner is liable for the obligation to the partner or other person for any damage caused to the partner or other person arising from the liability.
History:
[30-23-702, added 2015, ch. 243, sec. 29, p. 828; am. 2020, ch. 82, sec. 27, p. 199.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 7 - PARTNER’S DISSOCIATION WHEN BUSINESS NOT WOUND UP › Section 30-23-703 - LIABILITY OF PERSON DISSOCIATED AS PARTNER TO OTHER PERSONS.

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 as a partner is liable on a transaction entered into by the partnership after the dissociation only if:
(1) The partner would be liable on the transaction; and
(2) At the time the other party enters into the transaction:
(A) Less than two (2) years has passed since the dissociation; and
(B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a partner.
(c) By agreement with a creditor of a partnership and the partnership, a person dissociated as a partner may be released from liability for a debt, obligation, or other liability of the partnership.
(d) A person dissociated as a partner is released from liability for a debt, obligation, or other liability of the partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation but without the person’s consent, agrees to a material alteration in the nature or time of payment of the debt, obligation or other liability.
History:
[30-23-703, added 2015, ch. 243, sec. 29, p. 829.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 7 - PARTNER’S DISSOCIATION WHEN BUSINESS NOT WOUND UP › Section 30-23-704 - STATEMENT OF DISSOCIATION.

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 statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of section 30-23-303(d) and (e), Idaho Code.
History:
[30-23-704, added 2015, ch. 243, sec. 29, p. 829.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 7 - PARTNER’S DISSOCIATION WHEN BUSINESS NOT WOUND UP › Section 30-23-705 - CONTINUED USE OF PARTNERSHIP NAME.

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 obligation of the partners or the partnership continuing the business.
History:
[30-23-705, added 2015, ch. 243, sec. 29, p. 829.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-801 - EVENTS CAUSING DISSOLUTION.

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 partner that has dissociated under section 30-23-601(2) through (10), Idaho Code, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;
(2) In a partnership for a definite term or particular undertaking:
(A) Within ninety (90) days after a person’s dissociation by death or otherwise under section 30-23-601(6) through (10), Idaho Code, or wrongful dissociation under section 30-23-602(b), Idaho Code, the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to section 30-23-602(b)(2)(A), Idaho Code, constitutes the expression of that partner’s expression of consent to wind up the partnership business;
(B) The affirmative vote or consent of all the partners to wind up the partnership business; or
(C) The expiration of the term or the completion of the undertaking;
(3) An event or circumstance that the partnership agreement states causes dissolution;
(4) On application by a partner, the entry by the district court of an order dissolving the partnership on the ground that:
(A) Conduct of all or substantially all the partnership’s business is unlawful;
(B) The economic purpose of the partnership is likely to be unreasonably frustrated;
(C) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or
(D) It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;
(5) On application by a transferee, the entry by the district court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business:
(A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer;
(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.
History:
[30-23-801, added 2015, ch. 243, sec. 30, p. 829.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-802 - WINDING UP.

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) Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s business, and marshal and distribute the assets of the partnership; and
(2) May:
(A) Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved;
(B) Preserve the partnership business and property as a going concern for a reasonable time;
(C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;
(D) Transfer the partnership’s property;
(E) Settle disputes by mediation or arbitration;
(F) Deliver to the secretary of state for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and
(G) Perform other acts necessary or appropriate to the winding up.
(c) A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.
(d) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (c) of this section, the personal or legal representative of the last person to have been a partner may wind up the partnership’s business. If the representative does not exercise that right, a person to wind up the partnership’s business may be appointed by the affirmative vote or consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this subsection has the powers of a partner under section 30-23-804, Idaho Code, but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership’s business.
(e) On the application of any partner or person entitled under subsection (c) of this section to participate in winding up, the district court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership’s business, if:
(1) The partnership does not have a partner and within a reasonable time following the dissolution no person has been appointed under subsection (d) of this section; or
(2) The applicant establishes other good cause.
History:
[30-23-802, added 2015, ch. 243, sec. 30, p. 830.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-803 - RESCINDING DISSOLUTION.

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) Rescinding dissolution under this section requires:
(1) The affirmative vote or consent of each partner;
(2) If the partnership has delivered to the secretary of state for filing a statement of dissolution and:
(A) The statement of dissolution has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the statement of dissolution; or
(B) If a statement of dissolution applicable to the partnership is effective, the delivery to the secretary of state for filing of a statement of recession stating the name of the partnership and that dissolution has been rescinded under this section.
(c) If a partnership rescinds its dissolution:
(1) The partnership resumes carrying on its business as if dissolution had never occurred;
(2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
History:
[30-23-803, added 2015, ch. 243, sec. 30, p. 831; am. 2020, ch. 82, sec. 28, p. 200.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-804 - POWER TO BIND PARTNERSHIP AFTER DISSOLUTION.

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 dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) A person dissociated as a general partner binds a partnership through an act occurring after dissolution if:
(1) At the time the other party enters into the transaction:
(A) Less than two (2) years has passed since the dissociation; and
(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a partner; and
(2) The act:
(A) Is appropriate for winding up the partnership’s business; or
(B) Would have bound the partnership under section 30-23-301, Idaho Code, before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
History:
[30-23-804, added 2015, ch. 243, sec. 30, p. 831.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-805 - LIABILITY AFTER DISSOLUTION OF PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER.

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 the partnership business, the partner is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation; and
(2) If another partner or person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.
(b) Except as otherwise provided in this subsection (c) of this section, if a person dissociated as a partner causes a partnership to incur an obligation under section 30-23-804(b), Idaho Code, the person is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation; and
(2) If a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the obligation.
(c) A person dissociated as a general partner is not liable under this subsection if:
(1) Section 30-23-802(c), Idaho Code, permits the person to participate in winding up; and
(2) The act that causes the partnership to be bound under section 30-23-804(b), Idaho Code, is appropriate for winding up the partnership’s business.
History:
[30-23-805, added 2015, ch. 243, sec. 30, p. 832.]