Current through the 2024 Regular Session
Section 30-23-102 - DEFINITIONS(a) In this chapter: (1) "Business" includes every trade, occupation and profession.(2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-23-403, Idaho Code, that is provided by a person to a 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 partnership to a person on account of a transferable interest or in a person's capacity as a partner. The term: (A) Includes: (i) A redemption or other purchase by a 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 business or have access to records or other information concerning the partnership's business; 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) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to section 30-23-306(c), Idaho Code.(5) "Foreign partnership" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. The term includes a foreign limited liability partnership.(6) "Limited liability partnership" means a partnership that has filed a statement of qualification under section 30-23-901, Idaho Code, and does not have a similar statement in effect in any other jurisdiction.(7) "Partner" means a person that:(A) Has become a partner in a partnership under section 30-23-402, Idaho Code, or was a partner in a partnership when the partnership became subject to this chapter under section 30-23-110, Idaho Code; and(B) Has not dissociated as a partner under section 30-23-601, Idaho Code.(8) "Partnership" means an association of two (2) or more persons to carry on as co-owners a business for profit formed under this chapter or that becomes subject to this chapter under part 2 of this chapter or section 30-23-110, Idaho Code. The term includes a limited liability partnership.(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 partnership concerning the matters described in section 30-23-105(a), Idaho Code. The term includes the agreement as amended or restated.(10) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.(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 partnership in accordance with the partnership agreement, 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.(b) The following definitions outside this chapter apply to this chapter:(1) "Debtor in bankruptcy" - section 30-21-102(7), Idaho Code.(2) "Jurisdiction" - section 30-21-102(22), Idaho Code.(3) "Jurisdiction of formation" - section 30-21-102(23), Idaho Code.(4) "Person" - section 30-21-102(35), Idaho Code.(5) "Principal office" - section 30-21-102(36), Idaho Code.(6) "Property" - section 30-21-102(41), Idaho Code.(7) "Record" - section 30-21-102(44), Idaho Code.(8) "Registered agent" - section 30-21-102(45), Idaho Code.(9) "Sign" - section 30-21-102(47), Idaho Code.(10) "State" - section 30-21-102(48), Idaho Code.(11) "Transfer" - section 30-21-102(50), Idaho Code.[30-23-102, added 2015, ch. 243, sec. 23, p. 806; am. 2020, ch. 82, sec. 18, p. 192.]Amended by 2020 Session Laws, ch. 82,sec. 18, eff. 7/1/2020 (codifier's corrections).Added by 2015 Session Laws, ch. 243,sec. 23, eff. 7/1/2015.