{"data":{"id":"us-ky/krs-362.2-110","jurisdiction":"us-ky","citation":"KRS 362.2-110","heading":"Effect of partnership agreement -- Nonwaivable provisions.","body":"(1) Except as otherwise provided in subsection (2) of this section, the partnership\nagreement governs relations among the partners and between the partners and the\npartnership. To the extent the partnership agreement does not otherwise provide,\nthis subchapter governs relations among the partners and between the partners and\nthe partnership.\n(2) The partnership agreement shall not:\n(a) Vary a limited partnership's power under KRS 362.2 -105 to sue, be sued, and\ndefend in its own name;\n(b) Vary the law applicable to a limited partnership under KRS 362.2-106;\n(c) Vary the requirements of KRS 362.2-204;\n(d) Vary the information required under KRS 362.2 -111 or unreasonably restrict\nthe right to information under KRS 362.2 -304 and 362.2 -407, but the\npartnership agreement may provide a different location for the maintenance of\nthe books and records, and impose reasonable limitations on the availability\nand use of information obtained under those sections, and may define\nappropriate remedies, including liquidated damages , for a breach of any\nreasonable limitation on use;\n(e) Eliminate the duty of loyalty under KRS 362.2 -408, but the partnership\nagreement may:\n1. Identify specific types or categories of activities that do not violate the\nduty of loyalty, if not manifestly unreasonable; and\n2. Specify the number or percentage of partners which may authorize or\nratify, after full disclosure to all partners of all material facts, a specific\nact or transaction that otherwise would violate the duty of loyalty;\n(f) Unreasonably reduce the duty of care under KRS 362.2-408(3);\n(g) Eliminate the obligation of good faith and fair dealing under KRS 362.2 -\n305(2) and 362.2 -408(4), but the partnership agreement may prescribe the\nstandards by which the performance of the obligation is to b e measured, if the\nstandards are not manifestly unreasonable;\n(h) Vary the power of a person to dissociate as a general partner under KRS\n362.2-604(1), except to require that the notice under KRS 362.2 -603(1) be in\na record;\n(i) Vary the right of a court to decree dissolution in the circumstances specified in\nKRS 362.2-802;\n(j) Vary the requirement to wind up the partnership's business as specified in\nKRS 362.2-803;\n(k) Unreasonably restrict the right to bring an action under KRS 362.2-931 to\n362.2-935; or\n(l) Restrict the right of a partner under KRS 362.2 -960(1) to consent to a merger\nor conversion or the right of a general partner under KRS 362.2 -960(2) to\nconsent to an amendment to the certificate of limited partnership which\ndeletes a statement that the limited partnership is a limited liability limited\npartnership.\n(3) If a written partnership 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 obligat ion 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:\n(a) Reducing or eliminating the defaulting partner's proportionate intere st in the\npartnership;\n(b) Subordinating the partner's interest to that of nondefaulting partners;\n(c) A forced sale of that interest;\n(d) Forfeiture of his or her interest;\n(e) The lending by other partners of the amount necessary to meet the defaulting\npartner's commitment;\n(f) A fixing of the value of his or her interest by appraisal or by formula and\nredemption or sale of the interest in the partnership at such value; or\n(g) 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 certificate of limited partnership or partnership agreement which may\nnot be modified by its amendment or as otherwise permitted by law.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34531","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:57Z","sha256":"1bc88650cf86c65225ea76ea9c788ffdeded3c171cb212cd74980cba005fa91b","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.2-109","next":"us-ky/krs-362.2-1101"},"notice":"GroundRules: Original legal text. Not legal advice."}