Code of Virginia

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Code of Virginia
Title 50. Partnerships
Chapter 2.2. Virginia Uniform Partnership Act
12/1/2021

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

A. Except as otherwise provided in subsection B, 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.

B. The partnership agreement may not:

1. Vary the rights and duties in § 50-73.83 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 in subsection 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 by which the performance of the obligation is to be measured, if the standards are 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 in subdivision 5 of § 50-73.109;

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

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

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

1996, c. 292.

The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.