Arizona Laws 29-1003. Effect of partnership agreement; nonwaivable provisions
A. Except as otherwise provided in subsection B of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
Terms Used In Arizona Laws 29-1003
- Limited liability partnership: means a partnership or limited partnership that has filed a statement of qualification under section 29-1101. See Arizona Laws 29-1001
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner. See Arizona Laws 29-1001
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Arizona Laws 29-1001
- Writing: includes printing. See Arizona Laws 1-215
B. The partnership agreement shall not:
1. Vary the rights and duties under section 29-1005 except to eliminate the duty to provide copies of statements to all of the partners.
2. Unreasonably restrict the right of access to books and records under section 29-1033, subsection B.
3. Eliminate the duty of loyalty under section 29-1034, subsection B or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may identify types or categories of activities that do not violate the duty of loyalty.
4. Eliminate the duty of care under section 29-1034, subsection C or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may prescribe the standard by which the performance of the duty is to be measured.
5. Eliminate the obligation of good faith and fair dealing under section 29-1034, subsection D, except that the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured.
6. Vary the power to dissociate as a partner under section 29-1052, subsection A, except to require the notice under section 29-1051, paragraph 1 to be in writing.
7. Restrict rights of persons other than a partner, the partner’s transferee, the legal representative of a partner, the transferee of the legal representative of a partner or the partnership under this chapter.
8. Vary the law applicable to a limited liability partnership under section 29-1006.