§ 17-21-103 — Effect of partnership agreement; nonwaivable provisions

Wyoming § 17-21-103

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 21: UNIFORM PARTNERSHIP ACT
• Art. 1: GENERAL PROVISIONS

Text

(a) Except as provided in subsection (b) of this section,
a 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.
(b) A partnership agreement may not:
(i) Vary the rights and duties under W.S. 17-21-105
except to eliminate the duty to provide copies of statements to
all the partners;
(ii) Unreasonably restrict a partner's right of
access to books and records under W.S. 17-21-403(b);
(iii) Eliminate the duty of loyalty under W.S.
17-21-404(b);
(iv) Unreasonably reduce the duty of care under W.S.
17-21-404(d);
(v) Eliminate the obligation of good faith and fair
dealing under W.S. 17-21-404(e);
(vi) Vary the power to withdraw as a partner under
W.S. 17-21-601(a)(i), except to require the notice to be in
writing;
(vii) Vary the right to expulsion of a partner by a
court in the events specified in W.S. 17-21-601(a)(v);
(viii) Vary the requirement to wind up the
partnership business in cases specified in W.S.
17-21-801(a)(iv), (v) or (vi); or
(ix) Restrict rights of third parties under this
chapter.