{"data":{"id":"us-ky/krs-362.1-103","jurisdiction":"us-ky","citation":"KRS 362.1-103","heading":"Effect of partnership agreement -- Nonwaivable provisions.","body":"(1) Except as otherwise provided in subsection (2) of this section, relations among the\npartners and between the partners and the partnership are governed by the\npartnership agreement. To the extent the partnership agreement does not otherwise\nprovide, this su bchapter governs relations among the partners and between the\npartners and the partnership.\n(2) The partnership agreement shall not:\n(a) Vary the rights and duties under KRS 362.1 -105 except to eliminate the duty\nto provide copies of statements to all of the partners;\n(b) Unreasonably restrict the right of access to books and records under KRS\n362.1-403(2) or unreasonably restrict the right to information KRS 362.1 -\n403(3);\n(c) Eliminate the duty of loyalty under KRS 362.1-404(2) or 362.1-603(2)(c), but:\n1. The partnership agreement may identify specific types or categories of\nactivities that do not violate the duty of loyalty, if not manifestly\nunreasonable; or\n2. All of the partners or a number or percentage specified in the partnership\nagreement may author ize or ratify, after full disclosure of all material\nfacts, a specific act or transaction that otherwise would violate the duty\nof loyalty;\n(d) Unreasonably reduce the duty of care under KRS 362.1 -404(3) or 362.1 -\n603(2)(c);\n(e) Eliminate the obligation of good faith and fair dealing under KRS 362.1 -404,\nbut the partnership agreement may prescribe the standards by which the\nperformance of the obligation is to be measured, if the standards are not\nmanifestly unreasonable;\n(f) Vary the power to dissociate as a  partner under KRS 362.1 -602(1), except to\nrequire the notice under KRS 362.1-601(1) to be in writing;\n(g) Vary the right of a partner or the partnership to seek a partner's expulsion by\njudicial determination or vary the right of a court to expel a partne r in the\nevents specified in KRS 362.1-601(5);\n(h) Vary the requirement to wind up the partnership business in cases specified in\nKRS 362.1-801(4), (5), or (6); or\n(i) Vary the law applicable to a limited liability partnership under KRS 362.1 -\n106(2); or\n(j) Vary the liabilities and remedies under KRS 362.1-405 to a greater extent than\nvariations are in fact made under this section in the substantive rights in the\npartnership agreement giving rise to the partner claims at issue.\n(3) If a written partnershi p agreement contains a provision to the effect that any\namendment to the partnership agreement must be in writing and adopted in\naccordance with the provisions of the partnership agreement, that provision shall be\nenforceable in accordance with its terms, and any agreement among the partners\nconcerning the partnership which is not in writing and adopted in accordance with\nthe provisions of the partnership agreement shall not be part of the partnership\nagreement.\n(4) A partnership agreement may provide that the interest of any partner who fails to\nmake any contribution that the partner is obligated to make or who otherwise\nviolates an obligation undertaken in the partnership agreement shall be subject to\nspecified penalties for, or specified consequences of, such failure. Such penalty or\nconsequence may take the form of reducing or eliminating the defaulting partner's\nproportionate interest in the partnership, subordinating the partner's interest to that\nof nondefaulting partners, a forced sale of that interes t, forfeiture of his or her\ninterest, the lending by other partners of the amount necessary to meet the\ndefaulting partner's commitment, a fixing of the value of his or her interest by\nappraisal or by formula and redemption or sale of the interest in the p artnership at\nsuch value, or other penalty or consequence.\n(5) A partnership agreement may provide rights to any person, including a person who\nis not a partner or not otherwise a party to the partnership agreement, to the extent\nset forth therein.\n(6) No partner or other person shall have a vested property right resulting from any\nprovision of a partnership agreement which may not be modified by its amendment\nor as otherwise permitted by law.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34442","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:56Z","sha256":"f6dee6789c702bd718dfd9222aec32dd68b19fee4082a4ebc80d287758ab2cbf","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.1-102","next":"us-ky/krs-362.1-104"},"notice":"GroundRules: Original legal text. Not legal advice."}