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registration terminates when the domestic limited partnership | | is organized or the foreign limited partnership qualifies or | | consents to the qualification of another foreign limited | | partnership under the registered name. |
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| | | §1310.__Effect of partnership agreement; nonwaivable provisions |
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| | | 1.__Agreement governs; default.__Except as otherwise provided | | in subsection 2, the partnership agreement governs relations | | among the partners and between the partners and the partnership. | | It is the policy of this chapter to give maximum effect to the | | principle of freedom of contract and to the enforceability of | | partnership agreements.__To the extent the partnership agreement | | does not otherwise provide, this chapter governs relations among | | the partners and between the partners and the partnership. |
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| | | 2.__Nonwaivable provisions.__A partnership agreement may not: |
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| | | A.__Vary a limited partnership's power under section 1305 to | | sue, be sued and defend in its own name; |
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| | | B.__Vary the law applicable to a limited partnership under | | section 1306; |
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| | | C.__Vary the requirements of section 1324; |
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| | | D.__Vary the information required under section 1311 or | | unreasonably restrict the right to information under section | | 1344 or 1357, but the partnership agreement may impose | | reasonable restrictions on the availability and use of | | information obtained under those sections and may define | | appropriate remedies, including liquidated damages, for a | | breach of any reasonable restriction on use; |
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| | | E.__Vary the power of a person to dissociate as a general | | partner under section 1374, subsection 1 except to require | | that the notice under section 1373, subsection 1 be in a | | record; |
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| | | F.__Vary the power of a court to decree dissolution in the | | circumstances specified in section 1392; |
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| | | G.__Vary the requirement to wind up the partnership's | | business as specified in section 1393; |
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| | | H.__Unreasonably restrict the right to maintain an action | | under subchapter 10; |
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