Texas Business Organizations Code
§ 152.002 — EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE AND VARIABLE PROVISIONS
BO § 152.002Title 4. PARTNERSHIPS · Ch. 152. GENERAL PARTNERSHIPS · Art. A. GENERAL PROVISIONS
Statute text
View on source(a)Except as provided by Subsection (b), a partnership agreement governs the relations of the partners and between the partners and the partnership. To the extent that the partnership agreement does not otherwise provide, this chapter and the other partnership provisions govern the relationship of the partners and between the partners and the partnership.
(b)A partnership agreement or the partners may not:
(1)unreasonably restrict a partner's or former partner's right of access to books and records under Section 152.212;
(2)eliminate the duty of loyalty under Section 152.205, except that the partners by agreement may identify specific types of activities or categories of activities that do not violate the duty of loyalty if the types or categories are not manifestly unreasonable;
(3)eliminate the duty of care under Section 152.206, except that the partners by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;
(4)eliminate the obligation of good faith under Section 152.204(b), except that the partners by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;
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Legislative history
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 104, eff. September 1, 2007. Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 3, eff. September 1, 2015. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 54, eff. September 1, 2023. Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 21, eff. May 14, 2025.