Nevada Code § 87.4316

Effect of partnership agreement; nonwaivable provisions
Open in Lexace · Ask the AI about this section
1. Except as otherwise provided in
subsection 2, 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, NRS 87.4301 to 87.4357 , inclusive, govern relations among
the partners and between the partners and the partnership.
2. The partnership agreement may not:
(a) Vary the rights and duties under NRS 87.4318 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 NRS
87.4335 ;
(c) Eliminate the duty of loyalty under
subsection 2 of NRS 87.4336 or
paragraph (c) of subsection 2 of NRS
87.4345 , but:
(1) The partnership agreement may identify
specific types or categories of activities that do not violate the duty of
loyalty, if not manifestly unreasonable; or
(2) 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 NRS 87.4336 or
paragraph (c) of subsection 2 of NRS
87.4345 ;
(e) Eliminate the obligation of good faith and
fair dealing under subsection 4 of NRS
87.4336 , 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 NRS 87.4344 ,
except to require the notice under subsection 1 of NRS 87.4343 to be in writing;
(g) Vary the right of a court to expel a partner
in the events specified in subsection 5 of NRS
87.4343 ;
(h) Vary the requirement to wind up the
partnership business in cases specified in subsection 4, 5 or 6 of NRS 87.4351 ;
(i) Vary the law applicable to a registered
limited-liability partnership pursuant to NRS
87.560 ; or
(j) Restrict rights of third parties pursuant to NRS 87.4301 to 87.4357 , inclusive.

‹ Prev All Nevada sections Next ›


Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.