(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners, and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners, and between the partners and the partnership.

Terms Used In Hawaii Revised Statutes 425E-110

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Certificate of limited partnership: means the certificate required by § 425E-201. See Hawaii Revised Statutes 425E-102
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership agreement: means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. See Hawaii Revised Statutes 425E-102
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425E-102
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Hawaii Revised Statutes 425E-102
  • Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Hawaii Revised Statutes 425E-102
(b) A partnership agreement may not:

(1) Vary a limited partnership’s power under § 425E-105 to sue, be sued, and defend in its own name;
(2) Vary the law applicable to a limited partnership under § 425E-106;
(3) Vary the requirements of § 425E-204;
(4) Vary the information required under § 425E-111 or unreasonably restrict the right to information under § 425E-304 or general partner and former general partner to information” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>425E-407, 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 under section 425E-408, but the partnership agreement may:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) Specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) Unreasonably reduce the duty of care under section 425E-408(c);
(7) Eliminate the obligation of good faith and fair dealing under sections 425E-305(b) and 425E-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation shall be measured, if the standards are not manifestly unreasonable;
(8) Vary the power of a person to dissociate as a general partner under section 425E-604(a) except to require that the notice under section 425E-603(1) be in a record;
(9) Vary the power of a court to decree dissolution in the circumstances specified in § 425E-802;
(10) Vary the requirement to wind up the partnership’s business as specified in § 425E-803;
(11) Unreasonably restrict the right to maintain an action under article 10;
(12) Restrict the right of a partner under section 425E-1110(a) to approve a conversion or merger or the right of a general partner under section 425E-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.
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