reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-405 - ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.

30-24-405. ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) To the extent not inconsistent with section 30-24-404, Idaho Code, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 30-24-404, Idaho Code, and:
(1) A judgment based on the same claim has been obtained against the limited 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 general 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 general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 general partner by law or contract independent of the existence of the partnership.
History:
[30-24-405, added 2015, ch. 243, sec. 36, p. 851.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-406 - MANAGEMENT RIGHTS OF GENERAL PARTNER.

30-24-406. MANAGEMENT RIGHTS OF GENERAL PARTNER. (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a majority of the general partners.
(b) The affirmative vote or consent of all the partners is required to:
(1) Amend the partnership agreement;
(2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the goodwill, other than in the usual and regular course of the limited partnership’s activities and affairs.
(c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (c) of this section or section 30-24-408(a), Idaho Code, constitutes a loan to the limited partnership that accrues interest from the date of the payment or advance.
(e) A general partner is not entitled to remuneration for services performed for the partnership.
History:
[30-24-406, added 2015, ch. 243, sec. 36, p. 851.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-408 - REIMBURSEMENT — INDEMNIFICATION — ADVANCEMENT — INSURANCE.

30-24-408. REIMBURSEMENT — INDEMNIFICATION — ADVANCEMENT — INSURANCE. (a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with sections 30-24-406, 30-24-409 and 30-24-504, Idaho Code, in making the payment.
(b) A limited 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 a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of section 30-24-406, 30-24-409 or 30-24-504, Idaho Code.
(c) In the ordinary course of its activities and affairs, a limited 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 general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.
(d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under section 30-24-105(c)(8), 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.
History:
[30-24-408, added 2015, ch. 243, sec. 36, p. 853.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 4 - GENERAL PARTNERS › Section 30-24-409 - STANDARDS OF CONDUCT FOR GENERAL PARTNERS.

30-24-409. STANDARDS OF CONDUCT FOR GENERAL PARTNERS. (a) A general partner owes to the limited partnership and, subject to section 30-24-901, Idaho Code, 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 general partner includes the duties:
(1) To account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner:
(A) In the conduct or winding up of the partnership’s activities and affairs;
(B) A use by the general 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’s activities and affairs 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 or winding up of the partnership’s activities and affairs.
(c) The duty of care of a general partner in the conduct or winding up of the limited partnership’s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.
(d) A general partner shall discharge the duties and obligations under this act or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner’s conduct furthers the general partner’s own interest.
(f) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general 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 limited partnership.
(h) If, as permitted by subsection (f) of this section or the partnership agreement, a general partner enters into a transaction with the limited partnership that otherwise would be prohibited by subsection (b)(2) of this section, the general partner’s rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
History:
[30-24-409, added 2015, ch. 243, sec. 36, p. 853.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 5 - CONTRIBUTIONS AND DISTRIBUTIONS › Section 30-24-501 - FORM OF CONTRIBUTION.

30-24-501. FORM OF CONTRIBUTION. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
History:
[30-24-501, added 2015, ch. 243, sec. 37, p. 854.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 5 - CONTRIBUTIONS AND DISTRIBUTIONS › Section 30-24-502 - LIABILITY FOR CONTRIBUTION.

30-24-502. LIABILITY FOR CONTRIBUTION. (a) A person’s obligation to make a contribution to a limited partnership is not excused by the person’s death, disability, termination, or other inability to perform personally.
(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution that 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 partners. If a creditor of a limited 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:
[30-24-502, added 2015, ch. 243, sec. 37, p. 854.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 5 - CONTRIBUTIONS AND DISTRIBUTIONS › Section 30-24-503 - SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.

30-24-503. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under section 30-24-702, Idaho Code, or charging order in effect under section 30-24-703, Idaho Code.
(b) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.
(c) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in section 30-24-810(f), 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 limited 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 a partner on whose account the distribution is made.
History:
[30-24-503, added 2015, ch. 243, sec. 37, p. 854.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 5 - CONTRIBUTIONS AND DISTRIBUTIONS › Section 30-24-505 - LIABILITY FOR IMPROPER DISTRIBUTIONS.

30-24-505. LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) If a general partner consents to a distribution made in violation of section 30-24-504, Idaho Code, and in consenting to the distribution fails to comply with section 30-24-409, Idaho Code, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 30-24-504, Idaho Code.
(b) A person that receives a distribution knowing that the distribution violated section 30-24-504, Idaho Code, is personally liable to the limited partnership, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 30-24-504, Idaho Code.
(c) A general partner against which an action is commenced because the general partner 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 (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section is barred unless commenced not later than two (2) years after the distribution.
History:
[30-24-505, added 2015, ch. 243, sec. 37, p. 856.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-24-602 - EFFECT OF DISSOCIATION AS LIMITED PARTNER.

30-24-602. EFFECT OF DISSOCIATION AS LIMITED PARTNER. (a) If a person is dissociated as a limited partner:
(1) Subject to section 30-24-704, Idaho Code, the person does not have further rights as a limited partner;
(2) The person’s contractual obligation of good faith and fair dealing as a limited partner under section 30-24-305(a), Idaho Code, ends with regard to matters arising and events occurring after the person’s dissociation; and
(3) Subject to section 30-24-704, Idaho Code, and chapter 22, title 30, Idaho Code, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(b) A person’s dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a limited partner.
History:
[30-24-602, added 2015, ch. 243, sec. 38, p. 858.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-24-604 - POWER TO DISSOCIATE AS GENERAL PARTNER — WRONGFUL DISSOCIATION.

30-24-604. POWER TO DISSOCIATE AS GENERAL PARTNER — WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under section 30-24-603(1), Idaho Code.
(b) A person’s dissociation as a general partner is wrongful only if the dissociation:
(1) Is in breach of an express provision of the partnership agreement; or
(2) Occurs before the completion of the winding up of the limited partnership, and:
(A) The person withdraws as a general partner by express will;
(B) The person is expelled as a general partner by judicial order under section 30-24-603(5), Idaho Code;
(C) The person is dissociated as a general partner under section 30-24-603(7), 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 as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 30-24-901, Idaho Code, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
History:
[30-24-604, added 2015, ch. 243, sec. 38, p. 859.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-24-605 - EFFECT OF DISSOCIATION AS GENERAL PARTNER.

30-24-605. EFFECT OF DISSOCIATION AS GENERAL PARTNER. (a) If a person is dissociated as a general partner:
(1) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates;
(2) The person’s duties and obligations as a general partner under section 30-24-409, Idaho Code, end with regard to matters arising and events occurring after the person’s dissociation;
(3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states the person has dissociated as a general partner; and
(4) Subject to section 30-24-704, Idaho Code, and chapter 22, title 30, Idaho Code, any transferable interest owned by the person in the person’s capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(b) A person’s dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner.
History:
[30-24-605, added 2015, ch. 243, sec. 38, p. 860.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-24-606 - POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER.

30-24-606. POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under chapter 22, title 30, Idaho Code, or dissolved, the partnership is bound by an act of the person only if:
(1) The act would have bound the partnership under section 30-24-402, Idaho Code, before the 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 general partner.
(b) If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general 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 general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
History:
[30-24-606, added 2015, ch. 243, sec. 38, p. 860.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 6 - DISSOCIATION › Section 30-24-607 - LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER TO OTHER PERSONS.

30-24-607. LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER TO OTHER PERSONS. (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person is not liable for a limited partnership obligation incurred after dissociation.
(b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership’s activities and affairs is liable on an obligation incurred by the limited partnership under section 30-24-805, Idaho Code, to the same extent as a general partner under section 30-24-404, Idaho Code.
(c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership’s activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:
(1) A general 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 general partner.
(d) By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation as a general partner 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:
[30-24-607, added 2015, ch. 243, sec. 38, p. 860.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-24-701 - NATURE OF TRANSFERABLE INTEREST.

30-24-701. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.
History:
[30-24-701, added 2015, ch. 243, sec. 39, p. 861.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-24-702 - TRANSFER OF TRANSFERABLE INTEREST.

30-24-702. TRANSFER OF TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a transferable interest:
(1) Is permissible, except the transfer of a transferable interest in a professional entity is not permissible without compliance with section 30-21-901(i), Idaho Code;
(2) Does not by itself cause a partner’s dissociation or a dissolution and winding up of the limited partnership’s activities and affairs; and
(3) Subject to section 30-24-704, Idaho Code, does not entitle the transferee to:
(A) Participate in the management or conduct of the partnership’s activities and affairs; or
(B) Except as otherwise provided in subsection (c) of this section, have access to required information, records, or other information concerning the partnership’s activities and affairs.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer.
(f) 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.
(g) Except as otherwise provided in sections 30-24-601(b)(4)(B) and 30-24-603(4)(B), Idaho Code, if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(h) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under sections 30-24-502 and 30-24-505, Idaho Code, known to the transferee when the transferee becomes a partner.
History:
[30-24-702, added 2015, ch. 243, sec. 39, p. 861.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-24-703 - CHARGING ORDER.

30-24-703. CHARGING ORDER. (a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited 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 30-24-702, 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 limited 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 act 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:
[30-24-703, added 2015, ch. 243, sec. 39, p. 862.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › Section 30-24-704 - POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER.

30-24-704. POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER. If a partner dies, the deceased partner’s legal representative may exercise:
(1) The rights of a transferee provided in section 30-24-702(c), Idaho Code; and
(2) For the purposes of settling the estate, the rights of a current limited partner under section 30-24-304, Idaho Code.
History:
[30-24-704, added 2015, ch. 243, sec. 39, p. 863.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-802 - WINDING UP.

30-24-802. WINDING UP. (a) A dissolved limited partnership shall wind up its activities and affairs, and, except as otherwise provided in section 30-24-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up.
(b) In winding up its activities and affairs, the limited partnership:
(1) Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and
(2) May:
(A) Amend its certificate of limited partnership to state that the limited partnership is dissolved;
(B) Preserve the partnership activities, affairs, 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) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:
(1) Has the powers of a general partner under section 30-24-804, 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 dissolved partnership’s activities and affairs; and
(2) Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating:
(A) That the partnership does not have a general partner;
(B) The name and street and mailing addresses of the person; and
(C) That the person has been appointed pursuant to this subsection to wind up the partnership.
(d) On the application of a partner, the district court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if:
(1) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
(2) The applicant establishes other good cause.
History:
[30-24-802, added 2015, ch. 243, sec. 40, p. 864.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-803 - RESCINDING DISSOLUTION.

30-24-803. RESCINDING DISSOLUTION. (a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the district court has entered an order under section 30-24-801(a)(6), Idaho Code, dissolving the partnership, or the secretary of state has dissolved the partnership under section 30-21-602, Idaho Code.
(b) Rescinding dissolution under this section requires:
(1) The affirmative vote or consent of each partner; and
(2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:
(A) The amendment is not effective, the filing by the partnership of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the amendment; or
(B) The amendment is effective, the delivery by the partnership to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c) If a limited partnership rescinds its dissolution:
(1) The partnership resumes carrying on its activities and affairs 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:
[30-24-803, added 2015, ch. 243, sec. 40, p. 865; am. 2020, ch. 82, sec. 32, p. 203.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-804 - POWER TO BIND PARTNERSHIP AFTER DISSOLUTION.

30-24-804. POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) Is appropriate for winding up the partnership’s activities and affairs; or
(2) Would have bound the partnership under section 30-24-402, 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 limited 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 general partner; and
(2) The act:
(A) Is appropriate for winding up the partnership’s activities and affairs; or
(B) Would have bound the partnership under section 30-24-402, 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:
[30-24-804, added 2015, ch. 243, sec. 40, p. 865.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-805 - LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER.

30-24-805. LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 30-24-804(a), Idaho Code, by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:
(1) To the partnership for any damage caused to the partnership arising from the obligation; and
(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 30-24-804(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 general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
History:
[30-24-805, added 2015, ch. 243, sec. 40, p. 865.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-806 - KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

30-24-806. KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b) A dissolved limited 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, which 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 limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 30-24-404, Idaho Code.
(c) A claim against a dissolved limited 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 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:
[30-24-806, added 2015, ch. 243, sec. 40, p. 866.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-807 - OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

30-24-807. OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b) A notice under subsection (a) of 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 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 limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 30-24-404, Idaho Code.
(c) If a dissolved limited 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 30-24-806, 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 30-24-806, Idaho Code, may be enforced:
(1) Against the dissolved limited partnership, to the extent of its undistributed assets;
(2) Except as otherwise provided in section 30-24-808, 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 30-24-404 and 30-24-607, Idaho Code.
History:
[30-24-807, added 2015, ch. 243, sec. 40, p. 866.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-808 - COURT PROCEEDINGS.

30-24-808. COURT PROCEEDINGS. [(a)](1) A dissolved limited partnership that has published a notice under section 30-24-807, Idaho Code, may file an application with the district court in the county where the partnership’s principal office is located or, if the principal office is not 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 30-24-807, Idaho Code.
(c) Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(d) In a proceeding brought 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 partnership.
(e) A dissolved limited 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:
[30-24-808, added 2015, ch. 243, sec. 40, p. 867.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-809 - LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.

30-24-809. LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. If a claim against a dissolved limited partnership is barred under section 30-24-806, 30-24-807 or 30-24-808, Idaho Code, any corresponding claim under section 30-24-404 or 30-24-607, Idaho Code, is also barred.
History:
[30-24-809, added 2015, ch. 243, sec. 40, p. 868.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 8 - DISSOLUTION AND WINDING UP › Section 30-24-811 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-24-811. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter:
(1) Administrative dissolution – sections 30-21-601 and 30-21-602, Idaho Code.
(2) Reinstatement – section 30-21-603, Idaho Code.
(3) Judicial review of denial of reinstatement – section 30-21-604, Idaho Code.
History:
[30-24-811, added 2015, ch. 243, sec. 40, p. 869.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 9 - ACTIONS BY PARTNERS › Section 30-24-901 - DIRECT ACTION BY PARTNER.

30-24-901. DIRECT ACTION BY PARTNER. (a) Subject to subsection (b) of this section, a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s 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.
(b) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
History:
[30-24-901, added 2015, ch. 243, sec. 41, p. 869.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 9 - ACTIONS BY PARTNERS › Section 30-24-902 - DERIVATIVE ACTION.

30-24-902. DERIVATIVE ACTION. A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1) The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2) A demand under subsection (1) of this section would be futile.
History:
[30-24-902, added 2015, ch. 243, sec. 41, p. 869.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 9 - ACTIONS BY PARTNERS › Section 30-24-903 - PROPER PLAINTIFF.

30-24-903. PROPER PLAINTIFF. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and:
(1) Was a partner when the conduct giving rise to the action occurred; or
(2) Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
History:
[30-24-903, added 2015, ch. 243, sec. 41, p. 869.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 9 - ACTIONS BY PARTNERS › Section 30-24-904 - PLEADING.

30-24-904. PLEADING. In a derivative action, the complaint must state with particularity:
(1) The date and content of the plaintiff’s demand and the response to the demand by the general partner; or
(2) Why the demand should be excused as futile.
History:
[30-24-904, added 2015, ch. 243, sec. 41, p. 869.]