2019 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 21 - Uniform Partnership Act
Article 1 - General Provisions
Section 17-21-103 - Effect of Partnership Agreement; Nonwaivable Provisions.
17-21-103. Effect of partnership agreement; nonwaivable provisions.
(a) Except as provided in subsection (b) of this section, a partnership agreement governs relations among the partners and between the partners and the partnership. 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) A partnership agreement may not:
(i) Vary the rights and duties under W.S. 17-21-105 except to eliminate the duty to provide copies of statements to all the partners;
(ii) Unreasonably restrict a partner's right of access to books and records under W.S. 17-21-403(b);
(iii) Eliminate the duty of loyalty under W.S. 17-21-404(b);
(iv) Unreasonably reduce the duty of care under W.S. 17-21-404(d);
(v) Eliminate the obligation of good faith and fair dealing under W.S. 17-21-404(e);
(vi) Vary the power to withdraw as a partner under W.S. 17-21-601(a)(i), except to require the notice to be in writing;
(vii) Vary the right to expulsion of a partner by a court in the events specified in W.S. 17-21-601(a)(v);
(viii) Vary the requirement to wind up the partnership business in cases specified in W.S. 17-21-801(a)(iv), (v) or (vi); or
(ix) Restrict rights of third parties under this chapter.
