TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 1

GENERAL PROVISIONS

30-23-102.  DEFINITIONS. (a) In this chapter:

(1)  "Business" includes every trade, occupation and profession.

(2)  "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-23-403, Idaho Code, that is provided by a person to a 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 partnership to a person on account of a transferable interest or in a person’s capacity as a partner. The term:

(A)  Includes:

(i)   A redemption or other purchase by a 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 business or have access to records or other information concerning the partnership’s business; 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)  "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to section 30-23-306(c), Idaho Code.

(5)  "Foreign partnership" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. The term includes a foreign limited liability partnership.

(6)  "Limited liability partnership" means a partnership that has filed a statement of qualification under section 30-23-901, Idaho Code, and does not have a similar statement in effect in any other jurisdiction.

(7)  "Partner" means a person that:

(A)  Has become a partner in a partnership under section 30-23-402, Idaho Code, or was a partner in a partnership when the partnership became subject to this chapter under section 30-23-110, Idaho Code; and

(B)  Has not dissociated as a partner under section 30-23-601, Idaho Code.

(8)  "Partnership" means an association of two (2) or more persons to carry on as co-owners a business for profit formed under this chapter or that becomes subject to this chapter under part 2 of this chapter or section 30-23-110, Idaho Code. The term includes a limited liability partnership.

(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 partnership concerning the matters described in section 30-23-105(a), Idaho Code. The term includes the agreement as amended or restated.

(10) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(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 partnership in accordance with the partnership agreement, 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.

(b)  The following definitions outside this chapter apply to this chapter:

(1)  "Debtor in bankruptcy" – section 30-21-102(7), Idaho Code.

(2)  "Jurisdiction" – section 30-21-102(22), Idaho Code.

(3)  "Jurisdiction of formation" – section 30-21-102(23), Idaho Code.

(4)  "Person" – section 30-21-102(35), Idaho Code.

(5)  "Principal office" – section 30-21-102(36), Idaho Code.

(6)  "Property" – section 30-21-102(41), Idaho Code.

(7)  "Record" – section 30-21-102(44), Idaho Code.

(8)  "Registered agent" – section 30-21-102(45), Idaho Code.

(9)  "Sign" – section 30-21-102(47), Idaho Code.

(10) "State" – section 30-21-102(48), Idaho Code.

(11) "Transfer" – section 30-21-102(50), Idaho Code.

History:

[30-23-102, added 2015, ch. 243, sec. 23, p. 806; am. 2020, ch. 82, sec. 18, p. 192.]