TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-407.  LIABILITY OF IMPROPER DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP. (a)  Except as provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of section 30-23-406, Idaho Code, and in consenting to the distribution fails to comply with section 30-23-409, Idaho Code, the partner is personally liable to the partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 30-23-406, Idaho Code.

(b)  To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one (1) or more other partners, the liability stated in subsection (a) of this section applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility.

(c)  A person that receives a distribution knowing that the distribution violated section 30-23-406, Idaho Code, is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 30-23-406, Idaho Code.

(d)  A person against which an action is commenced because the person is liable under subsection (a) of this section may:

(1)  Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and

(2)  Implead any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.

(e)  An action under this section is barred unless commenced not later than two (2) years after the distribution.

History:

[30-23-407, added 2015, ch. 243, sec. 26, p. 820.]