§ 103 — Effect of partnership agreement; nonwaivable provisions

(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this Act governs relations among the partners and between the partners and the partnership. (b) The partnership agreement may not: (1) vary the rights and duties under Section 105 except to eliminate the duty to provide copies of statements to all of the partners; (2) unreasonably restrict the right of access to books and records under Section 403(b); (3) eliminate or reduce a partner's fiduciary duties, but may: (i) identify specific types or categories of activities that do not violate these duties, if not manifestly unreasonable; and (ii) specify the number or percentage of partners that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties; (4) eliminate or reduce the obligation of good faith and fair dealing under Section 404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (5) vary the power to dissociate as a partner under Section 602(a), except to require the notice under Section 601(1) to be in writing; (6) vary the right of a court to expel a partner in the events specified in Section 601(5); (7) vary the requirement to wind up the partnership business in cases specified in Section 801(4), (5), or (6); (8) vary the law applicable to a limited liability partnership under Section 106(b); or (9) restrict the rights of a person, other than a partner and transferee of a partner's transferable interest under this Act.

Legislative History

(Source: P.A. 92-740, eff. 1-1-03.)