Texas § BO.152.002 - EFFECT OF PARTNERSHIP AGREEMENT

§ BO.152.002. EFFECT OF PARTNERSHIP AGREEMENT

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 ; (2) eliminate the duty of loyalty under Section 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 Section 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 Section 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 Section 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 Section 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). (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. (e) Notwithstanding Subsection (b)(2), (3), or (4), a partnership agreement of a limited partnership may eliminate any or all of the duty of loyalty under Section 152.205 , the duty of care under Section 152.206 , and the obligation of good faith under Section 152.204 (b), to the extent the partnership agreement expressly provides so. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737 ), Sec. 104, eff. September 1, 2007. Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859 ), Sec. 3, eff. September 1, 2015. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514 ), Sec. 54, eff. September 1, 2023. Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29 ), Sec. 21, eff. May 14, 2025.