CODE OF VIRGINIA

EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS (§ 50-73.81)

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.

HISTORY: 1996, c. 292.