TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 9

LIMITED LIABILITY PARTNERSHIP

30-23-901.  STATEMENT OF QUALIFICATION. (a) A partnership may become a limited liability partnership pursuant to this section.

(b)  The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.

(c)  After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the secretary of state for filing a statement of qualification. The statement must contain:

(1)  The name of the partnership;

(2)  The street and mailing addresses of the partnership’s principal office and, if different, the street address of an office in this state, if any;

(3)  The information required by section 30-21-404(a), Idaho Code;

(4)  A statement that the partnership elects to become a limited liability partnership; and

(5)  If the partnership is a professional entity, a statement that the partnership is a professional limited liability partnership and the principal profession or professions for which the partnership’s partners are duly licensed or otherwise legally authorized to render professional services.

(d)  A partnership’s status as a limited liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (f) of this section or administratively revoked pursuant to section 30-23-903, Idaho Code.

(e)  The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.

(f)  A limited liability partnership may amend or cancel its statement of qualification by delivering to the secretary of state for filing a statement of amendment or cancellation. The statement must be approved by the affirmative vote or consent of all the partners and state the name of the limited liability partnership and in the case of:

(1)  An amendment, state the text of the amendment; and

(2)  A cancellation, state that the statement of qualification is canceled.

History:

[30-23-901, added 2015, ch. 243, sec. 31, p. 835; am. 2020, ch. 82, sec. 29, p. 200.]