Idaho Partnership Agreement

Idaho partnership agreements are approved and executed by the partners in any partnership as a means of governing their for-profit business. This gives partners a clear-cut rule book for business operations and partnership requirements.

Last updated December 20th, 2024

Idaho partnership agreements are approved and executed by the partners in any partnership as a means of governing their for-profit business. This gives partners a clear-cut rule book for business operations and partnership requirements.

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Idaho Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP)
Statement of Authority ($100.00 + $20.00 for manual processing)
Limited Partnership (LP)
Certificate of Limited Partnership ($100.00 + $20.00 for manual processing)
Limited Liability Partnership (LLP) Statement of Qualification of Limited Liability Partnership ($100.00 + $20.00)
Limited Liability Limited Partnership (LLLP)
Certificate of Limited Partnership ($100.00 + $20.00 for manual processing)

Fiduciary Duty

Duty of Loyalty:

  • Partners must explicitly account for all profit and property “derived by the partner” resulting from conducting or winding up the business, using partnership property, or partnership opportunities. [1]
  • The interests of the partnership must take precedence for the partners and thus, they may not act in “an interest adverse” to the partnership. [2]
  • All partners agree to avoiding competition “with the partnership” until it dissolves. [3]

Duty of Care:

  • Partners are aware of their actions and cannot engage in misconduct, especially if “grossly negligent” or illegal. [4]
  • General partners must “discharge the duties” assigned to their partnership status while fully complying with the partnership agreement. [5]
  • Partners must disclose any transactions that “otherwise would violate the duty of loyalty.” [6]
  • Limited partners must also adhere to the partnership agreement and act with good faith whenever they “exercise any rights” provided by the agreement or law. [7]

Liability

General partners remain liable “for all debts” of their partnership as well as other liabilities with exceptions made by law. [8]
Persons admitted to partnerships are protected from any liabilities or debts “incurred before” their admittance. [9]
Debts and obligations of a limited liability partnership are explicitly considered those of the partnership unless otherwise directed by the partnership agreement or “provided by law.” [10]
Limited partners are “personally liable” for a limited partnership’s obligations since state law and the contents of the partnership agreement assign such liability to the partnership. [11]
Limited liability partnerships enjoy protections from liabilities specifically due to the failure of an LLP “to observe formalities” when exercising management powers. [12]

State Definitions (6)

Partner means a person that is either a “limited partner or general partner.” [13]

General partner means the individual who is either a “general partner in a partnership” under Idaho Code 30-24-401 or 30-24-112. [14]

Limited partner means an individual who has gained their status in a partnership, specifically through Idaho Codes 30-24-301 or 30-24-112. [15]

Partnership means a business that is owned by “two (2) or more persons” and operates for profit. [16]

Limited partnership means a type of partnership entity consisting “of both limited and general partners.[17]

A limited liability partnership means a partnership with a successfully filed statement of qualification from the state of Idaho in addition to not having “a similar statement” outside of Idaho.[18]