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Texas Business Organizations Code - Section 152.002. Effect Of Partnership Agreement; Nonwaivable And Variable Provisions

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 152.002. Effect Of Partnership Agreement; Nonwaivable And Variable Provisions

§ 152.002. EFFECT OF PARTNERSHIP AGREEMENT;  NONWAIVABLE 
AND VARIABLE PROVISIONS.  (a) Except as provided by Subsection (b), 
a partnership agreement governs the relations of the partners and 
between the partners and the partnership.  To the extent that the 
partnership agreement does not otherwise provide, this chapter and 
the other partnership provisions govern the relationship of the 
partners and between the partners and the partnership.
	(b)  A partnership agreement or the partners may not:                          
		(1)  unreasonably restrict a partner's right of access 
to books and records under Section 152.212;
		(2)  eliminate the duty of loyalty under Section 
152.205, except that the partners by agreement may identify 
specific types of activities or categories of activities that do 
not violate the duty of loyalty if the types or categories are not 
manifestly unreasonable;
		(3)  eliminate the duty of care under Section 152.206, 
except that the partners by agreement may determine the standards 
by which the performance of the obligation is to be measured if the 
standards are not manifestly unreasonable;
		(4)  eliminate the obligation of good faith under 
Section 152.204(b), except that the partners by agreement may 
determine 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 withdraw as a partner under 
Section 152.501(b)(1), (7), or (8), except for the requirement that 
notice be in writing;
		(6)  vary the right to expel a partner by a court in an 
event specified by Section 152.501(b)(5);
		(7)  restrict rights of a third party under this 
chapter or the other partnership provisions, except for a 
limitation on an individual partner's liability in a limited 
liability partnership as provided by this chapter;
		(8)  select a governing law not permitted under 
Sections 1.103 and 1.002(43)(C);  or
		(9)  except as provided in Subsections (c) and (d), 
waive or modify the following provisions of Title 1:
			(A)  Chapter 1, if the provision is used to 
interpret a provision or to define a word or phrase contained in a 
section listed in this subsection;
			(B)  Chapter 2, other than Sections 2.104(c)(2), 
2.104(c)(3), and 2.113;   
			(C)  Chapter 3, other than Subchapters C and E of 
that chapter;  or        
			(D)  Chapters 4, 5, 10, 11, and 12, other than 
Sections 11.057(a)(1), (2), (5), and (6) and 11.057(b).
	(c)  A provision listed in Subsection (b)(9) may be waived or 
modified in a partnership agreement if the provision that is waived 
or modified authorizes the partnership to waive or modify the 
provision in the partnership's governing documents.
	(d)  A provision listed in Subsection (b)(9) may be waived or 
modified in a partnership agreement if the provision that is 
modified specifies:
		(1)  the person or group of persons entitled to approve 
a modification;  or 
		(2)  the vote or other method by which a modification is 
required to be approved.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007