§ 87A.190 — Effect of partnership agreement; nonwaivable provisions

1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
2. A partnership agreement may not:
(a) Vary a limited partnership’s power under NRS 87A.160 to sue, be sued and defend in its own name;
(b) Vary the law applicable to a limited partnership under NRS 87A.165 ;
(c) Vary the requirements of NRS 87A.250 ;
(d) Vary the information required under NRS 87A.195 or unreasonably restrict the right to information under NRS 87A.335 or 87A.380 , but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(e) Eliminate the duty of loyalty under NRS 87A.385 , but the partnership agreement may:
(1) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(2) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(f) Unreasonably reduce the duty of care under subsection 3 of NRS 87A.385 ;
(g) Eliminate the obligation of good faith and fair dealing under subsection 2 of NRS 87A.340 and subsection 4 of NRS 87A.385 , 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;
(h) Vary the power of a person to withdraw as a general partner under subsection 1 of NRS 87A.450 except to require that the notice under subsection 1 of NRS 87A.445 be in a record;
(i) Vary the power of a court to decree dissolution in the circumstances specified in NRS 87A.495 ;
(j) Vary the requirement to wind up the partnership’s business as specified in NRS 87A.500 ;
(k) Unreasonably restrict the right to maintain an action under NRS 87A.660 to 87A.680 , inclusive;
(l) Restrict the right of a partner to approve a conversion or merger; or
(m) Restrict rights under this chapter of a person other than a partner or a transferee.

Legislative History

(Added to NRS by 2007, 443 )