TITLE 30

CORPORATIONS

CHAPTER 24

LIMITED PARTNERSHIPS

PART 1

GENERAL PROVISIONS

30-24-102.  DEFINITIONS. (a) In this chapter:

(1)  "Certificate of limited partnership" means the certificate required by section 30-24-201, Idaho Code. The term includes the certificate as amended or restated.

(2)  "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-24-501, Idaho Code, which is provided by a person to a limited 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 limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term:

(A)  Includes:

(i)   A redemption or other purchase by a limited 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 activities and affairs or to have access to records or other information concerning the partnership’s activities and affairs; 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)  "General partner" means a person that:

(A)  Has become a general partner under section 30-24-401, Idaho Code, or was a general partner in a partnership when the partnership became subject to this chapter under section 30-24-112, Idaho Code; and

(B)  Has not dissociated as a general partner under section 30-24-603, Idaho Code.

(5)  "Limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.

(6)  "Limited partner" means a person that:

(A)  Has become a limited partner under section 30-24-301, Idaho Code, or was a limited partner in a limited partnership when the partnership became subject to this chapter under section 30-24-112, Idaho Code; and

(B)  Has not dissociated under section 30-24-601, Idaho Code.

(7)  "Limited partnership" means an entity formed under this chapter or that becomes subject to this chapter under chapter 22, title 30, Idaho Code, or section 30-24-112, Idaho Code. The term includes a limited liability limited partnership.

(8)  "Partner" means a limited partner or general partner.

(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 limited partnership concerning the matters described in section 30-24-105(a), Idaho Code. The term includes the agreement as amended or restated.

(10) "Required information" means the information that a limited partnership is required to maintain under section 30-24-108, Idaho Code.

(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 limited partnership, 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. The term includes a person that owns a transferable interest under section 30-24-602(a)(3) or 30-24-605(a)(4), Idaho Code.

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

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

(2)  "Foreign" – section 30-21-102(15), Idaho Code.

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

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

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

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

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

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

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

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

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

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

History:

[30-24-102, added 2015, ch. 243, sec. 33, p. 838.]