TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 8

DISSOLUTION AND WINDING UP

30-23-802.  WINDING UP. (a) A dissolved partnership shall wind up its business and, except as otherwise provided in section 30-23-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up.

(b)  In winding up its business, the partnership:

(1)  Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s business, and marshal and distribute the assets of the partnership; and

(2)  May:

(A)  Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved;

(B)  Preserve the partnership business 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)  A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.

(d)  If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (c) of this section, the personal or legal representative of the last person to have been a partner may wind up the partnership’s business. If the representative does not exercise that right, a person to wind up the partnership’s business may be appointed by the affirmative vote or consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this subsection has the powers of a partner under section 30-23-804, 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 partnership’s business.

(e)  On the application of any partner or person entitled under subsection (c) of this section to participate in winding up, the district court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership’s business, if:

(1)  The partnership does not have a partner and within a reasonable time following the dissolution no person has been appointed under subsection (d) of this section; or

(2)  The applicant establishes other good cause.

History:

[30-23-802, added 2015, ch. 243, sec. 30, p. 830.]