Idaho Code § 30-24-101 SHORT TITLE.
30-24-101. SHORT TITLE.
This chapter may be cited as the Idaho Uniform Limited Partnership Act.
[30-24-101, added 2015, ch. 243, sec. 33, p. 838.]
GENERAL PROVISIONS
Idaho Code tit. 30, ch. 30-24, pt. 30-24-1
in effectIdaho Code § 30-24-102 DEFINITIONS.
30-24-102. DEFINITIONS.
(a) In this chapter:
(1) "Certificate of limited partnership" means the certificate required by section 30-24-201 , Idaho Code. The term includes the certificate as amended or restated.
(2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-24-501 , Idaho Code, which is provided by a person to a limited partnership to become a partner or in the person’s capacity as a partner.
(3) "Distribution" means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term:
(A) Includes:
(i) A redemption or other purchase by a limited partnership of a transferable interest; and
(ii) A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s activities and affairs or to have access to records or other information concerning the partnership’s activities and affairs; and
(B) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(4) "General partner" means a person that:
(A) Has become a general partner under section 30-24-401 , Idaho Code, or was a general partner in a partnership when the partnership became subject to this chapter under section 30-24-112 , Idaho Code; and
(B) Has not dissociated as a general partner under section 30-24-603 , Idaho Code.
(5) "Limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.
(6) "Limited partner" means a person that:
(A) Has become a limited partner under section 30-24-301 , Idaho Code, or was a limited partner in a limited partnership when the partnership became subject to this chapter under section 30-24-112 , Idaho Code; and
(B) Has not dissociated under section 30-24-601 , Idaho Code.
(7) "Limited partnership" means an entity formed under this chapter or that becomes subject to this chapter under chapter 22, title 30 , Idaho Code, or section 30-24-112 , Idaho Code. The term includes a limited liability limited partnership.
(8) "Partner" means a limited partner or general partner.
(9) "Partnership agreement" means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in section 30-24-105 (a), Idaho Code. The term includes the agreement as amended or restated.
(10) "Required information" means the information that a limited partnership is required to maintain under section 30-24-108 , Idaho Code.
(11) "Transferable interest" means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(12) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under section 30-24-602 (a)(3) or 30-24-605 (a)(4), Idaho Code.
(b) The following definitions outside this chapter apply to this chapter:
(1) "Debtor in bankruptcy" – section 30-21-102 (7), Idaho Code.
(2) "Foreign" – section 30-21-102 (15), Idaho Code.
(3) "Jurisdiction" – section 30-21-102 (22), Idaho Code.
(4) "Jurisdiction of formation" – section 30-21-102 (23), Idaho Code.
(5) "Person" – section 30-21-102 (35), Idaho Code.
(6) "Principal office" – section 30-21-102 (36), Idaho Code.
(7) "Property" – section 30-21-102 (41), Idaho Code.
(8) "Record" – section 30-21-102 (44), Idaho Code.
(9) "Registered agent" – section 30-21-102 (45), Idaho Code.
(10) "Sign" – section 30-21-102 (47), Idaho Code.
(11) "State" – section 30-21-102 (48), Idaho Code.
(12) "Transfer" – section 30-21-102 (50), Idaho Code.
[30-24-102, added 2015, ch. 243, sec. 33, p. 838.]
Idaho Code § 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.
[30-24-103, added 2015, ch. 243, sec. 33, p. 839.]
Idaho Code § 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.
[30-24-104, added 2015, ch. 243, sec. 33, p. 840.]
Idaho Code § 30-24-105 PARTNERSHIP AGREEMENT — SCOPE — FUNCTION — LIMITATIONS.
30-24-105. PARTNERSHIP AGREEMENT — SCOPE — FUNCTION — LIMITATIONS.
(a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs:
(1) Relations among the partners as partners and between the partners and the limited partnership;
(2) The activities and affairs of the partnership and the conduct of those activities and affairs; and
(3) The means and conditions for amending the partnership agreement.
(b) To the extent the partnership agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.
(c) A partnership agreement may not:
(1) Vary the provisions of chapter 21, title 30 , Idaho Code;
(2) Vary the law applicable under section 30-24-104 , Idaho Code;
(3) Vary a limited partnership’s capacity under section 30-24-111 , Idaho Code, to sue and be sued in its own name;
(4) Vary any requirement, procedure, or other provision of this act pertaining to:
(A) Registered agents; or
(B) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this act;
(5) Vary the provisions of section 30-21-210 , Idaho Code;
(6) Vary the right of a general partner under section 30-24-406 (b)(2), Idaho Code, to vote on or consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership;
(7) Alter or eliminate the duty of loyalty or the duty of care except as otherwise provided in subsection (d) of this section;
(8) Eliminate the contractual obligation of good faith and fair dealing under sections 30-24-305 (a) and 30-24-409 (d), Idaho Code, but the partnership agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;
(9) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law;
(10) Vary the information required under section 30-24-108 , Idaho Code, or unreasonably restrict the duties and rights under section 30-24-304 or 30-24-407 , Idaho Code, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(11) Vary the power of a person to dissociate as a general partner under section 30-24-604 (a), Idaho Code, except to require that the notice under section 30-24-603 (1), Idaho Code, be in a record;
(12) Vary the causes of dissolution specified in section 30-24-801 (a)(6), Idaho Code;
(l3) Vary the requirement to wind up the partnership’s activities and affairs as specified in section 30-24-802 (a), (b)(1) and (d), Idaho Code;
(14) Unreasonably restrict the right of a partner to maintain an action under part 9 of this chapter;
(15) Vary the provisions of section 30-24-905 , Idaho Code, but the partnership agreement may provide that the partnership may not have a special litigation committee;
(16) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under section 30-22-203 (a)(2), 30-22-303 (a)(2), 30-22-403 (a)(2) or 30-22-503 (a)(2), Idaho Code;
(17) Vary any requirement, procedure, or other provision of this chapter pertaining to the secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this chapter; or
(18) Except as otherwise provided in sections 30-24-106 and 30-24-107 (b), Idaho Code, restrict the rights under this chapter of a person other than a partner.
(d) Subject to subsection (c)(8) of this section, without limiting other terms that may be included in a partnership agreement, the following rules apply:
(1) The partnership agreement may:
(A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and
(B) Alter the prohibition in section 30-24-405 (a)(2), Idaho Code, so that the prohibition requires only that the company’s total assets not be less than the sum of its total liabilities.
(2) If not manifestly unreasonable, the partnership agreement may:
(A) Alter or eliminate the aspects of the duty of loyalty stated in section 30-24-409 (b), Idaho Code;
(B) Identify specific types or categories of activities that do not violate the duty of loyalty;
(C) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
(D) Alter or eliminate any other fiduciary duty.
(e) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subsection (c)(7) or (d)(2) of this section. The court:
(1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and
(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
(A) The objective of the term is unreasonable; or
(B) The term is an unreasonable means to achieve the provision’s objective.
[30-24-105, added 2015, ch. 243, sec. 33, p. 840.]
Idaho Code § 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.
[30-24-106, added 2015, ch. 243, sec. 33, p. 842.]
Idaho Code § 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.
[30-24-107, added 2015, ch. 243, sec. 33, p. 842.]
Idaho Code § 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.
[30-24-108, added 2015, ch. 243, sec. 33, p. 842.]
Idaho Code § 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.
[30-24-109, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 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.
[30-24-110, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 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.
[30-24-111, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 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.
[30-24-112, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 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.
[30-24-113, added 2015, ch. 243, sec. 33, p. 844.]
Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH24PT1/Fetched: 10/20/2026