Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 321.0110. Effect of partnership agreement; nonwaivable provisions

(1) vary a limited partnership's power undersection 321.0105to sue, be sued, and defend in its own name;

(2) vary the law applicable to a limited partnership undersection 321.0106;

(3) vary the requirements ofsection 321.0204;

(4) vary the information required undersection 321.0111or unreasonably restrict the right to information undersection 321.0304or321.0407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under 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 undersection 321.0408, but the partnership agreement may:

(6) unreasonably reduce the duty of care undersection 321.0408(c);

(7) eliminate the obligation of good faith and fair dealing undersections 321.0305(b)and321.0408(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;

(8) vary the power of a person to dissociate as a general partner undersection 321.0604(a)except to require that the notice undersection 321.0603(1)be in a record;

(9) vary the power of a court to decree dissolution in the circumstances specified insection 321.0802;

(10) vary the requirement to wind up the partnership's business as specified insection 321.0803;

(11) unreasonably restrict the right to maintain an action under article 10;

(12) restrict the right of a partner undersection 321.1110(a)to approve a conversion or merger or the right of a general partner undersection 321.1110(b)to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or

(13) restrict rights under this chapter of a person other than a partner or a transferee.