Except as otherwise provided in section 53-2-802 , Idaho Code, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) The dissolution date, if any, specified in the certificate of limited partnership, provided however, that if a dissolution date is not specified in the certificate of limited partnership, the limited partnership's existence shall continue until the first to occur of the events described in subsections (2) through (6) of this section. If a dissolution date is specified in the certificate of limited partnership, and unless the limited partnership agreement provides otherwise, the certificate of limited partnership may be amended and the existence of the limited partnership may be extended by the vote of all the general partners and of all limited partners owning the rights to receive distributions as limited partners at the time consent is to be effective; (2) The happening of an event specified in the partnership agreement; (3) The written consent of all general partners and of all limited partners owning the rights to receive distributions as limited partners at the time consent is to be effective; (4) After the dissociation of the last remaining general partner, if by the ninetieth day following such dissociation, the limited partners owning a majority of the rights to receive distributions as limited partners have failed to vote to admit one (1) or more general partners; (5) The passage of ninety (90) days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one (1) limited partner; or (6) The signing and filing of a declaration of dissolution by the secretary of state under section 53-2-809 (3), Idaho Code.
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