reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-807 - KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP.

30-23-807. KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section that has the effect provided in subsection (c) of this section.
(b) A dissolved limited liability partnership may in a record notify its known claimants of the dissolution. The notice must:
(1) Specify the information required to be included in a claim;
(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of a claim that may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;
(4) State that the claim will be barred if not received by the deadline; and
(5) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner based on section 30-23-306, Idaho Code.
(c) A claim against a dissolved limited liability partnership is barred if the requirements of subsection (b) of this section are met and:
(1) The claim is not received by the specified deadline; or
(2) If the claim is timely received but rejected by the limited liability partnership:
(A) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and
(B) The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.
(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
History:
[30-23-807, added 2015, ch. 243, sec. 30, p. 833.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-808 - OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP.

30-23-808. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP. (a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b) A notice under subsection (a) of this section must:
(1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership’s registered agent is or was last located;
(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
(3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and
(4) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner based on section 30-23-306, Idaho Code.
(c) If a dissolved limited liability partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under section 30-23-807, Idaho Code;
(2) A claimant whose claim was timely sent to the partnership but not acted on; and
(3) A claimant whose claim is contingent at or based on an event occurring after the date of dissolution.
(d) A claim not barred under this section or section 30-23-807, Idaho Code, may be enforced:
(1) Against a dissolved limited liability partnership, to the extent of its undistributed assets;
(2) Except as otherwise provided in section 30-23-809, Idaho Code, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and
(3) Against any person liable on the claim under sections 30-23-306, 30-23-703 and 30-23-805, Idaho Code.
History:
[30-23-808, added 2015, ch. 243, sec. 30, p. 834.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-809 - COURT PROCEEDINGS.

30-23-809. COURT PROCEEDINGS. (a) A dissolved limited liability partnership that has published a notice under section 30-23-808, Idaho Code, may file an application with the district court in the county where the partnership’s principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the partnership and:
(1) At the time of the application;
(A) Are contingent; or
(B) Have not been made known to the partnership; or
(2) Are based on an event occurring after the date of dissolution.
(b) Security is not required for any claim that is or is reasonably anticipated to be barred under section 30-23-807, Idaho Code.
(c) Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(d) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.
(e) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
History:
[30-23-809, added 2015, ch. 243, sec. 30, p. 834.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-23-810 - LIABILITY OF PARTNER AND PERSON DISSOCIATED AS PARTNER WHEN CLAIM AGAINST PARTNERSHIP BARRED.

30-23-810. LIABILITY OF PARTNER AND PERSON DISSOCIATED AS PARTNER WHEN CLAIM AGAINST PARTNERSHIP BARRED. If a claim against a dissolved partnership is barred under section 30-23-807, 30-23-808 or 30-23-809, Idaho Code, any corresponding claim under section 30-23-306, 30-23-703 or 30-23-805, Idaho Code, is also barred.
History:
[30-23-810, added 2015, ch. 243, sec. 30, p. 835.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 9 - LIMITED LIABILITY PARTNERSHIP › Section 30-23-901 - STATEMENT OF QUALIFICATION.

30-23-901. STATEMENT OF QUALIFICATION. (a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the secretary of state for filing a statement of qualification. The statement must contain:
(1) The name of the partnership;
(2) The street and mailing addresses of the partnership’s principal office and, if different, the street address of an office in this state, if any;
(3) The information required by section 30-21-404(a), Idaho Code;
(4) A statement that the partnership elects to become a limited liability partnership; and
(5) If the partnership is a professional entity, a statement that the partnership is a professional limited liability partnership and the principal profession or professions for which the partnership’s partners are duly licensed or otherwise legally authorized to render professional services.
(d) A partnership’s status as a limited liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (f) of this section or administratively revoked pursuant to section 30-23-903, Idaho Code.
(e) The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.
(f) A limited liability partnership may amend or cancel its statement of qualification by delivering to the secretary of state for filing a statement of amendment or cancellation. The statement must be approved by the affirmative vote or consent of all the partners and state the name of the limited liability partnership and in the case of:
(1) An amendment, state the text of the amendment; and
(2) A cancellation, state that the statement of qualification is canceled.
History:
[30-23-901, added 2015, ch. 243, sec. 31, p. 835; am. 2020, ch. 82, sec. 29, p. 200.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 9 - LIMITED LIABILITY PARTNERSHIP › Section 30-23-902 - PERMITTED NAMES.

30-23-902. PERMITTED NAMES. The name of a partnership that is not a limited liability partnership may not contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP" or "LLP."
History:
[30-23-902, added 2015, ch. 243, sec. 31, p. 836.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 9 - LIMITED LIABILITY PARTNERSHIP › Section 30-23-903 - ADMINISTRATIVE REVOCATION OF STATEMENT OF QUALIFICATION.

30-23-903. ADMINISTRATIVE REVOCATION OF STATEMENT OF QUALIFICATION. (a) The secretary of state may commence a proceeding under subsection (b) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not:
(1) Deliver an annual report to the secretary of state by the date it is due;
(2) Have a registered agent in this state for sixty (60) consecutive days; or
(3) The secretary of state has credible information that the limited liability partnership has failed to notify the secretary of state within sixty (60) days after the occurrence that its registered agent has been changed or that its registered agent has resigned.
(b) If the secretary of state determines that one (1) or more grounds exist for administratively revoking a statement of qualification, the secretary of state shall serve the partnership pursuant to section 30-21-212, Idaho Code, with notice in a record of the secretary of state’s determination.
(c) If a limited liability partnership, not later than sixty (60) days after service of the notice is effected under subsection (b) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The secretary of state shall file the statement and serve a copy on the partnership pursuant to section 30-21-212, Idaho Code.
(d) An administrative revocation under subsection (c) of this section affects only a partnership’s status as a limited liability partnership and is not an event causing dissolution of the partnership.
(e) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.
History:
[30-23-903, added 2015, ch. 243, sec. 31, p. 836.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 9 - LIMITED LIABILITY PARTNERSHIP › Section 30-23-904 - REINSTATEMENT.

30-23-904. REINSTATEMENT. (a) A partnership whose statement of qualification has been revoked administratively under section 30-23-903, Idaho Code, may apply to the secretary of state for reinstatement of the statement of qualification not later than ten (10) years after the effective date of the revocation. The application must state:
(1) The name of the partnership at the time of the administrative revocation of its statement of qualification and, if needed, a different name that satisfies sections 30-21-301 and 30-21-302, Idaho Code;
(2) The address of the principal office of the partnership and the information required by section 30-21-404(a), Idaho Code;
(3) The effective date of administrative revocation of the partnership’s statement of qualification; and
(4) That the grounds for revocation did not exist or have been cured.
(b) To have its statement of qualification reinstated, a partnership must pay all fees, taxes, interest and penalties that were due to the secretary of state at the time of the administrative revocation and all fees, taxes, interest and penalties that would have been due to the secretary of state while the partnership’s statement of qualification was revoked administratively.
(c) If the secretary of state determines that an application under subsection (a) of this section contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (b) of this section have been made, the secretary of state shall:
(1) Cancel the statement of revocation and prepare a statement of reinstatement that states the secretary of state’s determination and the effective date of reinstatement; and
(2) File the statement of reinstatement and serve a copy on the partnership.
(d) When reinstatement under this section is effective, the following rules apply:
(1) The reinstatement relates back to and takes effect as of the effective date of the administrative revocation;
(2) The partnership’s status as a limited liability partnership continues as if the revocation had not occurred; and
(3) The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement.
History:
[30-23-904, added 2015, ch. 243, sec. 31, p. 836.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 9 - LIMITED LIABILITY PARTNERSHIP › Section 30-23-905 - JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT.

30-23-905. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT. (a) If the secretary of state denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the secretary of state shall serve the partnership with notice in a record that explains the reasons for the denial.
(b) Within thirty (30) days after service of a notice of denial of reinstatement under subsection (a) of this section, a partnership may appeal from the denial by petitioning the district court of Ada county to set aside the revocation. The petition must be served on the secretary of state and contain a copy of the secretary of state’s notice of revocation, the company’s application for reinstatement, and the secretary of state’s notice of denial.
(c) The district court may, if grounds exist, order the secretary of state to reinstate a partnership or take other action the court considers appropriate.
History:
[30-23-905, added 2015, ch. 243, sec. 31, p. 837.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 23 - GENERAL PARTNERSHIPS › Part 9 - LIMITED LIABILITY PARTNERSHIP › Section 30-23-906 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-23-906. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter:
(1) Reservation of name – section 30-21-303, Idaho Code.
(2) Registration of name – section 30-21-304, Idaho Code.
(3) Registered agent – section 30-21-404, Idaho Code.
(4) Change of registered agent or address for registered agent by limited liability partnership – section 30-21-407, Idaho Code.
(5) Resignation of registered agent – section 30-21-410, Idaho Code.
(6) Change of name or address by registered agent – sections 30-21-408 and 30-21-409, Idaho Code.
(7) Service of process, notice, or demand – section 30-21-412, Idaho Code.
(8) Annual report for secretary of state – section 30-21-213, Idaho Code.
History:
[30-23-906, added 2015, ch. 243, sec. 31, p. 837.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-101 - SHORT TITLE.

30-24-101. SHORT TITLE. This chapter may be cited as the Idaho Uniform Limited Partnership Act.
History:
[30-24-101, added 2015, ch. 243, sec. 33, p. 838.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-103 - KNOWLEDGE — NOTICE.

30-24-103. KNOWLEDGE — NOTICE. (a) A person knows a fact if the person:
(1) Has actual knowledge of it; or
(2) Is deemed to know it under law other than this chapter.
(b) A person has notice of a fact if the person:
(1) Has reason to know the fact from all the facts known to the person at the time in question; or
(2) Is deemed to have notice of the fact under subsection (c) or (d) of this section.
(c) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate is not notice of any other fact.
(d) A person not a partner is deemed to have notice of:
(1) Another person’s dissociation as a general partner ninety (90) days after an amendment to the certificate of limited partnership that states that the other person has dissociated becomes effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;
(2) A limited partnership’s:
(A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective;
(B) Termination ninety (90) days after a statement of termination under section 30-24-802(b)(2)(F), Idaho Code, becomes effective; and
(C) 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) 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.
(f) A general partner’s knowledge or notice of a fact relating to the limited 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 the general partner. A limited partner’s knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
History:
[30-24-103, added 2015, ch. 243, sec. 33, p. 839.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-104 - GOVERNING LAW.

30-24-104. GOVERNING LAW. The law of this state governs:
(1) The internal affairs of a limited partnership; and
(2) The liability of a partner as partner for the debts, obligations, or other liabilities of a limited partnership.
History:
[30-24-104, added 2015, ch. 243, sec. 33, p. 840.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-106 - PARTNERSHIP AGREEMENT — EFFECT ON LIMITED PARTNERSHIP AND PERSON BECOMING PARTNER — PREFORMATION AGREEMENT.

30-24-106. PARTNERSHIP AGREEMENT — EFFECT ON LIMITED PARTNERSHIP AND PERSON BECOMING PARTNER — PREFORMATION AGREEMENT. (a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement.
(c) Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
History:
[30-24-106, added 2015, ch. 243, sec. 33, p. 842.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-107 - PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES — RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED PARTNERSHIP.

30-24-107. PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES — RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED PARTNERSHIP. (a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction 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 limited 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 30-24-703(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 imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 30-24-105(c) or (d)(2), 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 limited 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:
[30-24-107, added 2015, ch. 243, sec. 33, p. 842.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-108 - REQUIRED INFORMATION.

30-24-108. REQUIRED INFORMATION. A limited partnership shall maintain at its principal office the following information:
(a) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(b) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(c) A copy of any filed articles of merger, interest exchange, conversion, or domestication;
(d) A copy of the partnership’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(e) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(f) A copy of any financial statement of the partnership for the three (3) most recent years;
(g) A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to section 30-21-213, Idaho Code;
(h) A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this act or the partnership agreement; and
(i) Unless contained in a partnership agreement made in a record, a record stating:
(1) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(2) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(3) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(4) Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
History:
[30-24-108, added 2015, ch. 243, sec. 33, p. 842.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-109 - DUAL CAPACITY.

30-24-109. DUAL CAPACITY. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
History:
[30-24-109, added 2015, ch. 243, sec. 33, p. 843.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-110 - NATURE, PURPOSE AND DURATION OF LIMITED PARTNERSHIP.

30-24-110. NATURE, PURPOSE AND DURATION OF LIMITED PARTNERSHIP. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may have any lawful purpose.
(c) A limited partnership has perpetual duration.
History:
[30-24-110, added 2015, ch. 243, sec. 33, p. 843.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-111 - POWERS.

30-24-111. POWERS. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
History:
[30-24-111, added 2015, ch. 243, sec. 33, p. 843.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-112 - APPLICATION TO EXISTING RELATIONSHIPS.

30-24-112. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only:
(1) A limited partnership formed on or after July 1, 2015; and
(2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before July 1, 2015, which 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 subsections (c) and (d) of this section, on and after July 1, 2017, this chapter governs all limited partnerships.
(c) With respect to a limited partnership formed before July 1, 2006, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 30-24-110(c), Idaho Code, does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2006.
(2) The limited partnership is not required to amend its certificate of limited partnership to comply with section 30-24-201(b)(5), Idaho Code.
(3) Sections 30-24-601 and 30-24-602, Idaho Code, do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2006.
(4) Section 30-24-603(4), Idaho Code, does not apply.
(5) Section 30-24-603(5), Idaho Code, does not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2006.
(6) Section 30-24-801(a)(3) and (4), Idaho Code, does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2006.
(d) With respect to a limited 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 limited partnership’s general partners to third parties apply:
(1) Before July 1, 2017, to:
(A) A third party that had not done business with the limited partnership in the year before the election took effect; and
(B) A third party that had done business with the limited 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:
[30-24-112, added 2015, ch. 243, sec. 33, p. 843.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 1 - GENERAL PROVISIONS › Section 30-24-113 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-24-113. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter:
(1) Supplemental principles of law – section 30-21-702, Idaho Code.
(2) Permitted names – sections 30-21-301 and 30-21-302, Idaho Code.
(3) Reservation of name – section 30-21-303, Idaho Code.
(4) Registration of name – section 30-21-304, Idaho Code.
(5) Registered agent – sections 30-21-402 and 30-21-404, Idaho Code.
(6) Change of registered agent or address for registered agent by limited partnership – section 30-21-407, Idaho Code.
(7) Resignation of registered agent – section 30-21-410, Idaho Code.
(8) Change of name or address by registered agent – sections 30-21-408 and 30-21-409, Idaho Code.
(9) Service of process, notice or demand – section 30-21-412, Idaho Code.
(10) Delivery of record – section 30-21-104, Idaho Code.
(11) Reservation of power to amend or repeal – section 30-21-701, Idaho Code.
History:
[30-24-113, added 2015, ch. 243, sec. 33, p. 844.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › Section 30-24-201 - FORMATION OF LIMITED PARTNERSHIP — CERTIFICATE OF LIMITED PARTNERSHIP.

30-24-201. FORMATION OF LIMITED PARTNERSHIP — CERTIFICATE OF LIMITED PARTNERSHIP. (a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.
(b) A certificate of limited partnership must state:
(1) The name of the limited partnership, which must comply with sections 30-21-301 and 30-21-302(b), Idaho Code;
(2) The street and mailing addresses of the partnership’s principal office;
(3) The information required by section 30-21-404(a), Idaho Code;
(4) The name and the street and mailing addresses of each general partner;
(5) Whether the limited partnership is a limited liability limited partnership; and
(6) If the partnership is a professional entity, a statement that the partnership is a professional limited partnership or professional limited liability limited partnership and the principal profession or professions for which the partnership’s partners are duly licensed or otherwise legally authorized to render professional services.
(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in section 30-24-105(c) and (d), Idaho Code, in a manner inconsistent with that section. The secretary of state shall not accept partnership agreements for filing.
(d) A limited partnership is formed when:
(1) The certificate of limited partnership becomes effective;
(2) At least two (2) persons have become partners;
(3) At least one (1) person has become a general partner; and
(4) At least one (1) person has become a limited partner.
History:
[30-24-201, added 2015, ch. 243, sec. 34, p. 845.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › Section 30-24-202 - AMENDMENT OR RESTATEMENT OF CERTIFICATE OF LIMITED PARTNERSHIP.

30-24-202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF LIMITED PARTNERSHIP. (a) A certificate of limited partnership may be amended or restated at any time.
(b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:
(1) The name of the partnership;
(2) The date of filing of its initial certificate; and
(3) The text of the amendment.
(c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement designated as such in its heading.
(d) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(1) The admission of a new general partner;
(2) The dissociation of a person as a general partner; or
(3) The appointment of a person to wind up the limited partnership’s activities and affairs under section 30-24-802(c) or (d), Idaho Code.
(e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver 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.
History:
[30-24-202, added 2015, ch. 243, sec. 34, p. 845.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS › Section 30-24-204 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-24-204. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter:
(1) Signing and filing pursuant to judicial order – section 30-21-210, Idaho Code.
(2) Liability for inaccurate information in filed record – section 30-21-211, Idaho Code.
(3) 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) Certificate of good standing or registration – section 30-21-208, Idaho Code.
(9) Annual report for secretary of state – section 30-21-213, Idaho Code.
History:
[30-24-204, added 2015, ch. 243, sec. 34, p. 847; am. 2020, ch. 82, sec. 30, p. 201.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 3 - LIMITED PARTNERS › Section 30-24-301 - BECOMING LIMITED PARTNER.

30-24-301. BECOMING LIMITED PARTNER. (a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b) After formation, a person becomes a limited partner:
(1) As provided in the partnership agreement;
(2) As the result of a transaction effective under chapter 22, title 30, Idaho Code;
(3) With the affirmative vote or consent of all the partners; or
(4) As provided in section 30-24-801(a)(4) or (5), Idaho Code.
(c) A person may become a limited partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the limited partnership.
History:
[30-24-301, added 2015, ch. 243, sec. 35, p. 847.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 3 - LIMITED PARTNERS › Section 30-24-302 - NO AGENCY POWER OF LIMITED PARTNER AS LIMITED PARTNER.

30-24-302. NO AGENCY POWER OF LIMITED PARTNER AS LIMITED PARTNER. (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(2) A person’s status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person’s conduct.
History:
[30-24-302, added 2015, ch. 243, sec. 35, p. 847.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 3 - LIMITED PARTNERS › Section 30-24-303 - NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS.

30-24-303. NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. (a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.
(b) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
History:
[30-24-303, added 2015, ch. 243, sec. 35, p. 847.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 3 - LIMITED PARTNERS › Section 30-24-305 - LIMITED DUTIES OF LIMITED PARTNERS.

30-24-305. LIMITED DUTIES OF LIMITED PARTNERS. (a) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this act or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(b) Except as otherwise provided in subsection (a) of this section, a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(c) If a limited partner enters into a transaction with a limited partnership, the limited partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
History:
[30-24-305, added 2015, ch. 243, sec. 35, p. 849.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 3 - LIMITED PARTNERS › Section 30-24-306 - LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

30-24-306. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. (a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.
(b) A person that makes an investment described in subsection (a) of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
History:
[30-24-306, added 2015, ch. 243, sec. 35, p. 849.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-401 - BECOMING GENERAL PARTNER.

30-24-401. BECOMING GENERAL PARTNER. (a) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
(b) After formation of a limited partnership, a person becomes a general partner:
(1) As provided in the partnership agreement;
(2) As the result of a transaction effective under chapter 22, title 30, Idaho Code;
(3) With the affirmative vote or consent of all the partners: or
(4) Under section 30-24-801(a)(3)(B), Idaho Code, following the dissociation of a limited partnership’s last general partner.
(c) A person may become a general partner without:
[(1)](a) Acquiring a transferable interest; or
[(2)](b) Making or being obligated to make a contribution to the partnership.
History:
[30-24-401, added 2015, ch. 243, sec. 36, p. 850.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-402 - NO AGENCY POWER OF GENERAL PARTNER AS LIMITED PARTNER.

30-24-402. NO AGENCY POWER OF GENERAL PARTNER AS LIMITED PARTNER. (a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(b) An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
History:
[30-24-402, added 2015, ch. 243, sec. 36, p. 850.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-403 - LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER’S ACTIONABLE CONDUCT.

30-24-403. LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER’S ACTIONABLE CONDUCT. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.
(b) If, in the course of a limited partnership’s activities and affairs or while acting with actual or apparent authority of the partnership, a general 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 general partner, the partnership is liable for the loss.
History:
[30-24-403, added 2015, ch. 243, sec. 36, p. 850.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-404 - RIGHTS TO INFORMATION OF GENERAL PARTNER AND PERSON DISSOCIATED AS LIMITED PARTNER.

30-24-404. RIGHTS TO INFORMATION OF GENERAL PARTNER AND PERSON DISSOCIATED AS LIMITED PARTNER. (a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(c) A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general 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 limited partnership solely by reason of being or acting as a general 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 limited partnership under section 30-24-406(b)(2), Idaho Code; and
(2) Regardless of the dissolution of the partnership.
(d) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(e) An amendment of a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
History:
[30-24-404, added 2015, ch. 243, sec. 36, p. 850.]