30-24-103. KNOWLEDGE — NOTICE. (a) A person knows a fact if the person:
(1) Has actual knowledge of it; or
(2) Is deemed to know it under law other than this chapter.
(b) A person has notice of a fact if the person:
(1) Has reason to know the fact from all the facts known to the person at the time in question; or
(2) Is deemed to have notice of the fact under subsection (c) or (d) of this section.
(c) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate is not notice of any other fact.
(d) A person not a partner is deemed to have notice of:
(1) Another person’s dissociation as a general partner ninety (90) days after an amendment to the certificate of limited partnership that states that the other person has dissociated becomes effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;
(2) A limited partnership’s:
(A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective;
(B) Termination ninety (90) days after a statement of termination under section 30-24-802(b)(2)(F), Idaho Code, becomes effective; and
(C) Participation in a merger, interest exchange, conversion, or domestication ninety (90) days after articles of merger, interest exchange, conversion, or domestication under chapter 22, title 30, Idaho Code, become effective.
(e) Subject to section 30-21-212, Idaho Code, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(f) A general partner’s knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner’s knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
[30-24-103, added 2015, ch. 243, sec. 33, p. 839.]