Minnesota Statutes
Chapter 323A — Uniform Partnership Act Of 1994
Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.

(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 under section 323A.0105 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 under section 323A.0403(b);
(3) eliminate the duty of loyalty under section 323A.0404(b) or 323A.0603(b)(3), but:
(i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under section 323A.0404(c) or 323A.0603(b)(3);
(5) eliminate the obligation of good faith and fair dealing under section 323A.0404(d), 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;
(6) vary the power to dissociate as a partner under section 323A.0602(a), except to require the notice under section 323A.0601(1), to be in writing;
(7) vary the right of a court to expel a partner in the events specified in section 323A.0601(5);
(8) vary the requirement to wind up the partnership business in cases specified in section 323A.0801(4), (5), or (6);
(9) vary the law applicable to a limited liability partnership under section 323A.0106(b); or
(10) restrict rights of third parties under this chapter.
1997 c 174 art 1 s 3

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 323A — Uniform Partnership Act Of 1994

Section 323A.0101 — Definitions.

Section 323A.0102 — Knowledge And Notice.

Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.

Section 323A.0104 — Supplemental Principles Of Law.

Section 323A.0105 — Execution, Filing, And Recording Of Statements.

Section 323A.0106 — Governing Law.

Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter.

Section 323A.0201 — Partnership As Entity.

Section 323A.0202 — Formation Of Partnership.

Section 323A.0203 — Partnership Property.

Section 323A.0204 — When Property Is Partnership Property.

Section 323A.0301 — Partner Agent Of Partnership.

Section 323A.0302 — Transfer Of Partnership Property.

Section 323A.0303 — Statement Of Partnership Authority.

Section 323A.0304 — Statement Of Denial.

Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct.

Section 323A.0306 — Partner's Liability.

Section 323A.0307 — Actions By And Against Partnership And Partners.

Section 323A.0308 — Liability Of Purported Partner.

Section 323A.0401 — Partner's Rights And Duties.

Section 323A.0402 — Distributions In Kind.

Section 323A.0403 — Partner's Rights And Duties With Respect To Information.

Section 323A.0404 — General Standards Of Partner's Conduct.

Section 323A.0405 — Actions By Partnership And Partners.

Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.

Section 323A.0501 — Partner Not Co-owner Of Partnership Property.

Section 323A.0502 — Partner's Transferable Interest In Partnership.

Section 323A.0503 — Transfer Of Partner's Transferable Interest.

Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order.

Section 323A.0601 — Events Causing Partner's Dissociation.

Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation.

Section 323A.0603 — Effect Of Partner's Dissociation.

Section 323A.0701 — Purchase Of Dissociated Partner's Interest.

Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership.

Section 323A.0703 — Dissociated Partner's Liability To Other Persons.

Section 323A.0704 — Statement Of Dissociation.

Section 323A.0705 — Continued Use Of Partnership Name.

Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business.

Section 323A.0802 — Partnership Continues After Dissolution.

Section 323A.0803 — Right To Wind Up Partnership Business.

Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution.

Section 323A.0805 — Statement Of Dissolution.

Section 323A.0806 — Partner's Liability To Other Partners After Dissolution.

Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.

Section 323A.0901 — Definitions.

Section 323A.0902 — Conversions.

Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.

Section 323A.0904 — Effect Of Conversion.

Section 323A.0905 — Merger Of Partnerships.

Section 323A.0906 — Effect Of Merger.

Section 323A.0907 — Statement Of Merger.

Section 323A.0910 — Domestication.

Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.

Section 323A.0912 — Filings Required For Domestication; Effective Date.

Section 323A.0913 — Effect Of Domestication.

Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

Section 323A.1001 — Statement Of Qualification.

Section 323A.1002 — Name.

Section 323A.1003 — Annual Renewal.

Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.

Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.

Section 323A.1102 — Statement Of Foreign Qualification.

Section 323A.1103 — Effect Of Failure To Qualify.

Section 323A.1104 — Activities Not Constituting Transacting Business.

Section 323A.1105 — Action By Attorney General.

Section 323A.1201 — Short Title.

Section 323A.1202 — Applicability.

Section 323A.1203 — Effect Of Designation.