LD 1609, Page 27 - 122th Legislature, FIRST SPECIAL Session

	The choice-of-law rule provided by subsection (a) is only a
default rule, and the partners may by agreement select the law of
another State to govern their internal affairs, subject to
generally applicable conflict of laws requirements. For example,
where the partners may not resolve a particular issue by an
explicit provision of the partnership agreement, such as the rights
and duties set forth in Section 103(b), the law chosen will not be
applied if the partners or the partnership have no substantial
relationship to the chosen State or other reasonable basis for
their choice or if application of the law of the chosen State would
be contrary to a fundamental policy of a State that has a
materially greater interest than the chosen State. See Restatement
(Second) of Conflict of Laws § 187(2) (1971). The partners must,
however, select only one State to govern their internal relations.
They cannot select one State for some aspects of their internal
relations and another State for others.

Contrasted with the variable choice-of-law rule provided by
subsection (a), the law of the State where a limited liability
partnership files its statement of qualification applies to such
a partnership and may not be varied by the agreement of the
partners. See Section 103(b)(9). Also, a partnership that files
a statement of qualification in another State is not defined as a
limited liability partnership in this State. See Section 101(5).
Unlike a general partnership which may be formed without any
filing, a partnership may only become a limited liability
partnership by filing a statement of qualification. Therefore,
the situs of its organization is clear. Because it is often
unclear where a general partnership is actually formed, the
decision to file a statement of qualification in a particular
State constitutes a choice-of-law for the partnership which
cannot be altered by the partnership agreement. See Comments to
Section 103(b)(9). If the partnership agreement of an existing
partnership specifies the law of a particular State as its
governing law, and the partnership thereafter files a statement
of qualification in another State, the partnership agreement
choice is no longer controlling. In such cases, the filing of a
statement of qualification "amends" the partnership agreement on
this limited matter. Accordingly, if a statement of
qualification is revoked or canceled for a limited liability
partnership, the law of the State of filing would continue to
apply unless the partnership agreement thereafter altered the
applicable law rule.

§1007.__Partnership subject to amendment or repeal of chapter

A partnership governed by this chapter is subject to any
amendment to or repeal of this chapter.

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