TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 1

GENERAL PROVISIONS

30-23-103.  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 subsection (d)(1) of this section or 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)  As deemed to have notice of the fact under subsection (d)(2) of this section.

(c)  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.

(d)  A person not a partner is deemed:

(1)  To know of a limitation on authority to transfer real property as provided in section 30-23-303(g), Idaho Code; and

(2)  To have notice of:

(A)  A person’s dissociation as a partner ninety (90) days after a statement of dissociation under section 30-23-704, Idaho Code, becomes effective; and

(B)  A partnership’s:

(i)   Dissolution ninety (90) days after a statement of dissolution under section 30-23-802, Idaho Code, becomes effective;

(ii)  Termination ninety (90) days after a statement of termination under section 30-23-802, Idaho Code, becomes effective; and

(iii) 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)  A partner’s knowledge or notice of a fact relating to the 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 that partner.

History:

[30-23-103, added 2015, ch. 243, sec. 23, p. 807; am. 2020, ch. 82, sec. 19, p. 194.]