Section 179.0105 - Partnership agreement; scope, function, and limitations(1) Except as otherwise provided in subs. (3) and (4), the partnership agreement governs all of the following: (a) Relations among the partners as partners and between the partners and the limited partnership.(b) The activities and affairs of the partnership and the conduct of those activities and affairs.(c) The means and conditions for amending the partnership agreement.(d) Mergers, interest exchanges, conversions, and domestications under subch. XI.(2) To the extent the partnership agreement does not provide for a matter described in sub. (1), this chapter governs the matter.(3) A partnership agreement may not do any of the following: (a) Vary the law applicable under ss. 179.0104 and 179.0112.(b) Vary a limited partnership's capacity under s. 179.0111 to sue and be sued in its own name.(c) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following: 1. Registered agents, except to require some form of vote or consent of the partners notwithstanding s. 179.0118(2).2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.(d) Vary the provisions of s. 179.0204.(e) Vary the right of a general partner under s. 179.0406(2) (b) with respect to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership.(f) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4).(g) Eliminate the contractual obligation of good faith and fair dealing under ss. 179.0305(1) and 179.0409(4), but the partnership agreement may, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation.(h) Relieve or exonerate a partner from liability for conduct that constitutes any of the following: 1. A willful failure to deal fairly with the limited partnership or its partners in connection with a matter in which the partner has a material conflict of interest.2. A violation of the criminal law, unless the partner had reasonable cause to believe that the partner's conduct was lawful or no reasonable cause to believe that the partner's conduct was unlawful.3. A transaction from which the partner derived an improper personal profit.(i) Vary the information required under s. 179.0108 or unreasonably restrict the duties and rights under s. 179.0304 or 179.0407, 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 and security, for a breach of any reasonable restriction on use.(j) Vary the grounds for expulsion stated in s. 179.0603(5) (b).(k) Unless the partnership is a limited liability limited partnership, vary the power of a person to dissociate as a general partner under s. 179.0604(1), except to require that the notice under s. 179.0603(1) be in a record and to not unreasonably specify how the notice must be given.(l) Vary the causes of dissolution specified in s. 179.0801(1) (f).(m) Vary the requirement to wind up the limited partnership's activities and affairs as specified in s. 179.0802(1), (2) (a), and (4).(n) Unreasonably restrict the right of a partner to maintain an action under subch. IX.(o) Vary the provisions of s. 179.0905, but the partnership agreement may provide that the partnership may not have a special litigation committee.(p) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 179.1123(1), 179.1133(1), 179.1143(1), or 179.1153(1), except by written provision in the partnership agreement that does not impair the rights of the partner under s. 179.1161.(pm) Impair the rights of a partner under s. 179.1161, except to require that the notice of acceptance under s. 179.1161(2) be in a record or be given within fewer than 60, but not fewer than 10, days of receipt of the offer.(q) Vary the required contents of a plan of merger under s. 179.1122, plan of interest exchange under s. 179.1132, plan of conversion under s. 179.1142, or plan of domestication under s. 179.1152.(r) Except as otherwise provided in ss. 179.0106 and 179.0107(2), restrict the rights under this chapter of a person other than a partner.(4) Subject to sub. (3) (h), without limiting other terms that may be included in a partnership agreement, the following rules apply: (a) The partnership agreement may do any of the following:1. 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.2. Alter the prohibition in s. 179.0504(1) (b) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities.(b) If not manifestly unreasonable, the partnership agreement may do any of the following: 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty of loyalty stated in s. 179.0409(2).2. Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing.3. Alter the duty of care.4. Alter or eliminate any other fiduciary duty.(5) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under sub. (3) (g) or (4) (b). The court shall 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. The court may invalidate the term only if, in light of the purposes and activities and affairs of the limited partnership, it is readily apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term's objective.Amended by Acts 2021 ch, 258,s 143, eff. 4/17/2022.