Texas Business Organizations Code 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 § 152.212;
(2) eliminate the duty of loyalty under § 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 § 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 § 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 § 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 § 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), (b), (c)(1), (c)(3), (d), and (f).
Terms Used In Texas Business Organizations Code 152.002
- Governing documents: means :
(A) in the case of a domestic entity:
(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
(ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002 - in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Individual: means a natural person. See Texas Business Organizations Code 1.002
- Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- Limited liability partnership: means a partnership governed as a limited liability partnership under Title 4. See Texas Business Organizations Code 1.002
- 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 limited partner or general partner. See Texas Business Organizations Code 1.002
- 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 entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
(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.