A. Except as otherwise provided in Subsection B of this section, the partnership agreement governs relations between the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, the Uniform Revised Limited Partnership Act governs relations between the partners and between the partners and the partnership.
B. A partnership agreement may not:
(1) vary a limited partnership's power pursuant to Section 105 [54-2A-105 NMSA 1978] of the Uniform Revised Limited Partnership Act to sue, be sued and defend in its own name;
(2) vary the law applicable to a limited partnership pursuant to Section 106 [54-2A-106 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(3) vary the requirements of Section 204 [54-2A-204 NMSA 1978] of the Uniform Revised Limited Partnership Act or Section 54-2-12 NMSA 1978;
(4) vary the information required pursuant to Section 111 [54-2A-111 NMSA 1978] of the Uniform Revised Limited Partnership Act or Section 54-2-6 NMSA 1978 or unreasonably restrict the right to information pursuant to Section 304 [54-2A-304 NMSA 1978] or 407 [54-2A-407 NMSA 1978] of the Uniform Revised Limited Partnership Act, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained pursuant to those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) eliminate the duty of loyalty pursuant to Section 408 [54-2A-408 NMSA 1978] of the Uniform Revised Limited Partnership Act, but the partnership agreement may:
(a) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(b) specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) unreasonably reduce the duty of care pursuant to Subsection C of Section 408 of the Uniform Revised Limited Partnership Act;
(7) eliminate the obligation of good faith and fair dealing pursuant to Subsection B of Section 305 and Subsection D of Section 408 of the Uniform Revised Limited Partnership Act, 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;
(8) vary the power of a person to dissociate as a general partner pursuant to Subsection A of Section 604 [54-2A-604 NMSA 1978] of the Uniform Revised Limited Partnership Act except to require that the notice pursuant to Subsection A of Section 603 [54-2A-603 NMSA 1978] of the Uniform Revised Limited Partnership Act be in a record;
(9) vary the power of a court to decree dissolution in the circumstances specified in Section 802 [54-2A-802 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(10) vary the requirement to wind up the partnership's business as specified in Section 803 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(11) unreasonably restrict the right to maintain an action pursuant to Article 10 of the Uniform Revised Limited Partnership Act;
(12) restrict the right of a partner pursuant to Subsection A of Section 1110 [54-2A-1110 NMSA 1978] of the Uniform Revised Limited Partnership Act to approve a conversion or merger; or
(13) restrict rights pursuant to the Uniform Revised Limited Partnership Act of a person other than a partner or a transferee.
History: Laws 2007, ch. 129, § 110.
ANNOTATIONSCross references. — For definition of "partnership agreement", see 54-2A-102 NMSA 1978.
Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.