50-73.81 - Effect of partnership agreement; nonwaivable provisions. - Virginia Statutes

§ 50-73.81. Effect of partnership agreement; nonwaivable provisions.

A. Except as otherwise provided in subsection B, relations among the partnersand between the partners and the partnership are governed by the partnershipagreement. To the extent the partnership agreement does not otherwiseprovide, this chapter governs relations among the partners and between thepartners and the partnership.

B. The partnership agreement may not:

1. Vary the rights and duties in § 50-73.83 except to eliminate the duty toprovide copies of statements to all of the partners;

2. Unreasonably restrict the right of access to books and records insubsection B of § 50-73.101;

3. Eliminate the obligation of good faith and fair dealing in subsection D of§ 50-73.102, but the partnership agreement may prescribe the standards bywhich the performance of the obligation is to be measured, if the standardsare not manifestly unreasonable;

4. Vary the power to dissociate as a partner in subsection A of § 50-73.110,except to require the notice in subdivision 1 of § 50-73.109 to be in writing;

5. Vary the right of a court to expel a partner in the events specified insubdivision 5 of § 50-73.109;

6. Vary the requirement to wind up the partnership business in casesspecified in subdivisions 4, 5 or 6 of § 50-73.117;

7. Restrict rights of third parties under this chapter without the consent ofthose third parties; or

8. Vary the law applicable to registered limited liability partnerships asset forth in subsection B of § 50-73.84.

(1996, c. 292.)