30-23-107. PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF PARTNERSHIP. (a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under section 30-23-504(b)(2), Idaho Code, to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
(2) Is not effective to the extent the amendment:
(A) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
(B) Prejudices the rights under section 30-23-701, Idaho Code, of a person that dissociated as a partner before the amendment was made.
(c) If a record delivered by a partnership to the secretary of state for filing becomes effective under this chapter and contains a provision that would be ineffective under section 30-23-105(c) or (d)(3), Idaho Code, if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement:
(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
[30-23-107, added 2015, ch. 243, sec. 23, p. 810; am. 2020, ch. 82, sec. 20, p. 194.]