TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-401.  PARTNER’S RIGHTS AND DUTIES. (a) Each partner is entitled to an equal share of the partnership profits and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(b)  A partnership shall reimburse a partner for any payment made by the partner in the course of the partner’s activities on behalf of the partnership, if the partner complied with this section and section 30-23-409, Idaho Code, in making the payment.

(c)  A 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 partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of this section or section 30-23-407 or 30-23-409, Idaho Code.

(d)  In the ordinary course of its business, a 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 partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (c) of this section.

(e)  A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under section 30-23-105(c)(7), 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.

(f)  A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(g)  A payment or advance made by a partner which gives rise to a partnership obligation under subsection (b) or (f) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(h)  Each partner has equal rights in the management and conduct of the partnership’s business.

(i)  A partner may use or possess partnership property only on behalf of the partnership.

(j)  A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(k)  A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership, and an amendment to the partnership agreement, may be undertaken only with the affirmative vote or consent of all of the partners.

History:

[30-23-401, added 2015, ch. 243, sec. 26, p. 818; am. 2020, ch. 82, sec. 23, p. 196.]