# Corporations and Associations (GCA)

## Title 9A. Maryland Revised Uniform Partnership Act

### Subtitle 1. General Provisions

#### Section 9A-103

(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership and the means and conditions for amending the partnership agreement are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this title governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement may not:

  (1) Vary the rights and duties under Sec. 9A-105 of this subtitle except to eliminate the duty to provide copies of statements to all of the partners;

  (2) Unreasonably restrict the right of access to books and records under Sec. 9A-403(b) of this title;

  (3) Eliminate the duty of loyalty under Sec. 9A-404(b) or Sec. 9A-603(b)(3) of this title, but:

    (i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; however, the partnership agreement may not be amended to expand or add any specific types or categories of activities that do not violate the duty of loyalty without the consent of all partners after full disclosure of all material facts; or

    (ii) All of the partners or a number or percentage of not less than a majority of disinterested partners specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

  (4) Unreasonably reduce the duty of care under Sec. 9A-404(c) or Sec. 9A-603(b)(3) of this title;

  (5) Eliminate the obligation of good faith and fair dealing under Sec. 9A-404(d) of this title, 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;

  (6) Vary the power to dissociate as a partner under Sec. 9A-602(a) of this title, except to require the notice under Sec. 9A-601(1) of this title to be in writing;

  (7) Vary the right of a court to expel a partner in the events specified in Sec. 9A-601(5) of this title;

  (8) Vary the requirement to wind up the partnership business in cases specified in Sec. 9A-801(4), (5), or (6) of this title;

  (9) Vary the law applicable to a limited liability partnership under Sec. 9A-106 of this subtitle; or

  (10) Restrict rights of third parties under this title.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)