Partnership Agreement (PA)

Question 1

What does a Partnership Agreement do?

Answer 1

Governs relations between partners and the partnership, or, if the PA is silent, by the default provisions of the UPA (uniform partnership act)

Question 2

What general UPA rules can’t a Partnership Agreement opt out of?

Answer 2

the PA can’t:

unreasonably restrict a partner’s access to the books and records,

remove the partner’s duties of loyalty and care, or

disallow a partner’s right to dissociate (but can require the partner to give written notice of her intent to withdraw)