Idaho Statutes

Idaho Statutes are updated to the web July 1 following the legislative session.

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TITLE 30
CORPORATIONS
CHAPTER 23
GENERAL PARTNERSHIPS
PART 1
GENERAL PROVISIONS
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.

History:
[30-23-107, added 2015, ch. 243, sec. 23, p. 810; am. 2020, ch. 82, sec. 20, p. 194.]


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