Tex.
Bus. Orgs. Code Section 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 or former partner’s right of access to books and records under Section 152.212 (Books and Records of Partnership);(2)
eliminate the duty of loyalty under Section 152.205 (Partner’s Duty of Loyalty), 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 (Partner’s Duty of Care), 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 (General Standards of Partner’s Conduct)(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 (Events of Withdrawal)(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 (Events of Withdrawal)(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 (Entities Not Formed by Filing Instrument) and 1.002 (Definitions)(43)(C); or(9)
except as provided in Subsections (c) and (d), waive or modify the following provisions of Title 1:(A)
Chapter 1 (General Provisions), 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 (Purposes and Power of Domestic Entity), other than Sections 2.104 (Power to Make Guaranties)(c)(2), 2.104 (Power to Make Guaranties)(c)(3), and 2.113 (Limitation on Powers);(C)
Chapter 3 (Limited Liability Companies), other than Subchapters C and E of that chapter; or(D)
Chapters 4 (Partnerships), 5 (Real Estate Investment Trusts), 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets), 11 (Winding up and Termination of Domestic Entity), and 12 (Administrative Powers), other than Sections 11.057 (Supplemental Provisions for Domestic General Partnership)(a), (b), (c)(1), (c)(3), (d), and (f).(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.
Source:
Section 152.002 — Effect of Partnership Agreement; Nonwaivable and Variable Provisions, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.152.htm#152.002 (accessed Jun. 5, 2024).
