67-404. Effect of partnership agreement; nonwaivable provisions.
(1) Except as otherwise provided in subsection (2) of this section, 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, the Uniform Partnership Act of 1998 governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under section 67-406 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under subsection (2) of section 67-423;
(c) Eliminate the duty of loyalty under subsection (2) of section 67-424 or subdivision (2)(c) of section 67-433, 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;
(d) Unreasonably reduce the duty of care under subsection (3) of section 67-424 or subdivision (2)(c) of section 67-433;
(e) Eliminate the obligation of good faith and fair dealing under subsection (4) of section 67-424, 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;
(f) Vary the power to dissociate as a partner under subsection (1) of section 67-432, except to require the notice under subdivision (1) of section 67-431 to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 67-431;
(h) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5), or (6) of section 67-439;
(i) Vary the law applicable to a limited liability partnership under subsection (2) of section 67-407; or
(j) Restrict rights of third parties under the act.
Source
Annotations
Under subsection (1) of this section, relations among the partners and between the partners and the partnership are also governed by the partnership agreement. Fredericks Peebles v. Assam, 300 Neb. 670, 915 N.W.2d 770 (2018).
Except for limited exceptions, the provisions of the Uniform Partnership Act of 1998 are default rules that govern the relations among partners in situations they have not addressed in a partnership agreement. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008).
Structure Nebraska Revised Statutes
67-234 - Limited partnership name.
67-236 - Specified office and agent.
67-239 - Partner; transactions with partnership.
67-239.01 - Partnership; indemnification authorized.
67-240 - Certificate of limited partnership; contents; filing.
67-241 - Amendments to certificate; restated certificate.
67-242 - Cancellation of certificate.
67-243 - Certificates; signature; execution.
67-244 - Certificate or agreement; execution or filing by judicial act.
67-245 - Filing in office of Secretary of State; facsimile signature.
67-246 - Liability for false statement in certificate; general partner; failure to file; liability.
67-247 - Filing of certificate; effect.
67-248 - Delivery of certificate to limited partner.
67-248.01 - Restated certificate.
67-248.02 - Merger or consolidation; procedure; effect.
67-249 - Admission of additional limited partners.
67-250 - Partnership agreement; classes or groups of limited partners; voting rights specified.
67-251 - Limited partner; liability to third parties.
67-252 - Persons erroneously believing themselves limited partners; liability.
67-253 - Limited partner; rights; general partner; rights; records.
67-254 - Admission of additional general partners.
67-255 - General partner; status; termination; when.
67-256 - General partners; powers and liabilities.
67-257 - Contributions by a general partner; powers and liabilities.
67-258 - Partnership agreement; classes or groups of general partners; voting rights specified.
67-259 - Form of contribution.
67-260 - Liability for contributions.
67-261 - Profits and losses; allocation.
67-262 - Distributions of assets.
67-263 - Distributions before withdrawal and dissolution.
67-264 - Withdrawal of general partner.
67-265 - Withdrawal of limited partner.
67-266 - Distribution upon withdrawal.
67-267 - Distribution in kind; limitation.
67-268 - Right to distribution; remedies; record date.
67-269 - Limitations on distributions.
67-270 - Unlawful distribution; liability.
67-271 - Partnership interest; personal property; interest in property.
67-272 - Assignment of partnership interest.
67-273 - Rights of judgment creditor of a partner.
67-274 - Assignee becoming limited partner; rights and liabilities.
67-275 - Partner's executor or legal representative; exercise of powers.
67-277 - Judicial dissolution.
67-278 - Dissolution; right to wind up partnership affairs; powers.
67-279 - Dissolution; distribution of assets.
67-280 - Foreign limited partnership; law governing.
67-281 - Foreign limited partnership; registration; contents.
67-282 - Issuance of registration.
67-283 - Foreign limited partnership; name; agent.
67-284 - Application for registration; amendments.
67-285 - Cancellation of registration; effect.
67-286 - Transaction of business without registration; effect.
67-286.01 - Foreign limited partnerships; sections applicable.
67-287 - Action by Attorney General.
67-288 - Limited partner; assignee; right of action.
67-289 - Derivative action; proper plaintiff.
67-290 - Derivative action; complaint; requirements.
67-291 - Derivative action; expenses; attorney's fees.
67-293 - Filing fees; disposition.
67-294 - Uniform Partnership Act of 1998; applicability.
67-298 - Conversion; articles of conversion.
67-299 - Effect of conversion.
67-2,100 - Existing conversion; effect.
67-403 - Knowledge and notice.
67-404 - Effect of partnership agreement; nonwaivable provisions.
67-405 - Supplemental principles of law.
67-406 - Execution, filing, and recording of statements.
67-408 - Partnership subject to amendment or repeal of act.
67-409 - Partnership as entity; limited liability partnership; treatment.
67-410 - Formation of partnership.
67-411 - Partnership property.
67-412 - When property is partnership property.
67-413 - Partner agent of partnership.
67-414 - Transfer of partnership property.
67-415 - Statement of partnership authority.
67-417 - Partnership liable for partner's actionable conduct.
67-419 - Actions by and against partnership and partners.
67-420 - Liability of purported partner.
67-421 - Partner's rights and duties.
67-422 - Distributions in kind.
67-423 - Partner's rights and duties with respect to information.
67-424 - General standards of partner's conduct.
67-425 - Actions by partnership and partners.
67-426 - Continuation of partnership beyond definite term or particular undertaking.
67-427 - Partner not co-owner of partnership property.
67-428 - Partner's transferable interest in partnership.
67-429 - Transfer of partner's transferable interest.
67-430 - Partner's transferable interest subject to charging order.
67-431 - Events causing partner's dissociation.
67-432 - Partner's power to dissociate; wrongful dissociation.
67-433 - Effect of partner's dissociation.
67-434 - Purchase of dissociated partner's interest.
67-435 - Dissociated partner's power to bind and liability to partnership.
67-436 - Dissociated partner's liability to other persons.
67-437 - Statement of dissociation.
67-438 - Continued use of partnership name.
67-439 - Events causing dissolution and winding up of partnership business.
67-440 - Partnership continues after dissolution.
67-441 - Right to wind up partnership business.
67-442 - Partner's power to bind partnership after dissolution.
67-443 - Statement of dissolution.
67-444 - Partner's liability to other partners after dissolution.
67-445 - Settlement of accounts and contributions among partners.
67-447 - Conversion of partnership to limited partnership.
67-448 - Conversion of limited partnership to partnership.
67-449 - Effect of conversion; entity unchanged.
67-450 - Merger of partnerships.
67-456 - Annual report; certificate of authority.
67-457 - Law governing foreign limited liability partnership.
67-459 - Effect of failure to qualify.
67-460 - Activities not constituting transacting business.
67-461 - Action by Attorney General.
67-463 - Uniformity of application and construction.
67-464 - Partnerships; applicability of act.
67-465 - Limited liability partnership; applicability of act.