{"data":{"id":"us-dc/d.c.-code-29-601.04","jurisdiction":"us-dc","citation":"D.C. Code § 29-601.04","heading":"Effect of partnership agreement; nonwaivable provisions.","body":"(a)\nExcept as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership shall be governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter shall govern relations among the partners and between the partners and the partnership.\n\n(b)\nA partnership agreement shall not:\n(1)\nVary the rights and duties under § 29-601.05, except to eliminate the duty to provide copies of statements to all of the partners;\n(2)\nUnreasonably restrict the right of access to books and records under § 29-604.03(b);\n(3)\nEliminate the duty of loyalty under § 29-604.04(b) or § 29-606.03(b)(3), but:\n(A)\nThe partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or\n(B)\nAll 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;\n(4)\nUnreasonably reduce the duty of care under § 29-604.04(c) or § 29-606.03(b)(3);\n(5)\nEliminate the obligation of good faith and fair dealing under § 29-604.04(d), 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;\n(6)\nVary the power to dissociate as a partner under § 29-606.02(a), except to require the notice under § 29-606.01(1) to be in writing;\n(7)\nVary the right of a court to expel a partner in the events specified in § 29-606.01(5);\n(8)\nVary the requirement to wind up the partnership business in cases specified in § 29-608.01(4), (5), or (6);\n(9)\nVary the law applicable to a limited liability partnership under § 29-105.01(a);\n(10)\nRestrict rights of third parties under this chapter;\n(11)\nVary the provisions of § 29-601.10;\n(12)\nVary the provisions of § 29-603.07;\n(13)\nRelieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law;\n(14)\nVary the right of a partner to approve a merger, interest exchange, conversion, or domestication; or\n(15)\nVary any requirement, procedure, or other provision of this title pertaining to:\n(A)\nRegistered agents; or\n(B)\nThe Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title.\n\n(c)\nSubject to subsection (b) of this section, without limiting other terms that may be included in a partnership agreement, the following rules apply:\n(1)\nThe partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.\n(2)\nIf not manifestly unreasonable, the partnership agreement may:\n(A)\nRestrict or eliminate the aspects of the duty of loyalty stated in § 29-604.07(b);\n(B)\nIdentify specific types or categories of activities and affairs that do not violate the duty of loyalty;\n(C)\nAlter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and\n(D)\nAlter or eliminate any other fiduciary duty.\n\n(d)\nThe court shall decide as a matter of law any claim under subsection (b)(5) or (c)(2) of this section that a term of a partnership agreement is manifestly unreasonable. The court:\n(1)\nShall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and\n(2)\nMay invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:\n(A)\nThe objective of the term is unreasonable; or\n(B)\nThe term is an unreasonable means to achieve the provision’s objective.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 6. General Partnerships.","Subchapter I. General Provisions."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-601.04","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"8eaef901609e10e8e4e0a6b6f0fca8057a4e6f6a56a8790148cc79c7a41a55bf","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-601.03","next":"us-dc/d.c.-code-29-601.05"},"notice":"GroundRules: Original legal text. Not legal advice."}