LD 1609
pg. 60
Page 59 of 146 PUBLIC Law Chapter 543 Page 61 of 146
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LR 1469
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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.

 
§1310.__Effect of partnership agreement; nonwaivable provisions

 
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.

 
2.__Nonwaivable provisions.__A partnership agreement may not:

 
A.__Vary a limited partnership's power under section 1305 to
sue, be sued and defend in its own name;

 
B.__Vary the law applicable to a limited partnership under
section 1306;

 
C.__Vary the requirements of section 1324;

 
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;

 
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;

 
F.__Vary the power of a court to decree dissolution in the
circumstances specified in section 1392;

 
G.__Vary the requirement to wind up the partnership's
business as specified in section 1393;

 
H.__Unreasonably restrict the right to maintain an action
under subchapter 10;


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