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Illinois Compiled Statutes

805 ILCS 206/103 (2026)

Effect of partnership agreement; nonwaivable provisions

✓ current as of May 2026
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(805 ILCS 206/103)
    Sec. 103. Effect of partnership agreement; nonwaivable provisions.
    (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this Act 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 Section 105
    
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 Section 403(b);
        (3) eliminate or reduce a partner's fiduciary duties,
    
but may:
            (i) identify specific types or categories of
        
activities that do not violate these duties, if not manifestly unreasonable; and
            (ii) specify the number or percentage of partners
        
that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties;
        (4) eliminate or reduce the obligation of good faith
    
and fair dealing under Section 404(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;
        (5) vary the power to dissociate as a partner under
    
Section 602(a), except to require the notice under Section 601(1) to be in writing;
        (6) vary the right of a court to expel a partner in
    
the events specified in Section 601(5);
        (7) vary the requirement to wind up the partnership
    
business in cases specified in Section 801(4), (5), or (6);
        (8) vary the law applicable to a limited liability
    
partnership under Section 106(b); or
        (9) restrict the rights of a person, other than a
    
partner and transferee of a partner's transferable interest under this Act.
(Source: P.A. 92-740, eff. 1-1-03.)

    
Notes of Decisions
Cited in 7 cases (1 in the last 5 years), 2009–2022 · leading case: 1515 North Wells, L.P. v. 1513 North Wells, L.L.C., 392 Ill. App. 3d 863 (Ill. App. Ct. 2009).
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1515 North Wells, L.P. v. 1513 North Wells, L.L.C., 392 Ill. App. 3d 863 (Ill. App. Ct. 2009). “” 805 ILCS 206/103(b)(3) (West 2004). Language in an agreement that allows the partners discretion in certain areas “does not metamorphose the document into an unrestricted license to engage in self-dealing at the expense of those to whom the managing partner owes such a duty.”
1515 North Wells v. 1513 North Wells, 913 N.E.2d 1 (Ill. App. Ct. 2009). “" 805 ILCS 206/103(b)(3) (West 2004). Language in an agreement that allows the partners discretion in certain areas "does not metamorphose the document into an unrestricted license to engage in self-dealing at the expense of those to whom the managing partner owes such a duty.”
Donovan v. Quade, 830 F. Supp. 2d 460 (N.D. Ill. 2011). “2d at 505-06 ; see also 805 ILCS 206/103(a) & (b)(3)(i) (providing that “relations among partners and between the partners and the partnership are governed by the partnership agreement” and that the partnership agreement “may identify specific types or categories that do not…”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “805 ILCS 206/103(b) (West 2014); see generally 1515 North Wells, L.”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “805 ILCS 206/103(b) (West 2014); see generally 1515 North Wells, L.”
Barrett v. Barrett, 2022 IL App (5th) 220328-U (Ill. App. Ct. 2022). · cites it 3× “” In response, the estate contended, inter alia, that the future use of the farmland contemplated in the Agreement was prohibited by section 103(b)(9) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/103(b)(9) (West 2020)) after the farmland was removed from the…”
Jordan v. Jordan, 2020 IL App (1st) 191598-U (Ill. App. Ct. 2020). “Jordan, 2016 IL App (1st) 151936-U , ¶ 82 (citing 805 ILCS 206/103(b)(7) (West 2014) (partnership agreement may not restrict court’s power to dissolve partnership in accordance with section 801(5) of the Uniform Partnership Act (805 ILCS 206/801(5) (West 2014)))).”
— 805 ILCS 206/103(a) — 1 case
Donovan v. Quade, 830 F. Supp. 2d 460 (N.D. Ill. 2011). “2d at 505-06 ; see also 805 ILCS 206/103(a) & (b)(3)(i) (providing that “relations among partners and between the partners and the partnership are governed by the partnership agreement” and that the partnership agreement “may identify specific types or categories that do not…”
— 805 ILCS 206/103(b) — 2 cases
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “805 ILCS 206/103(b) (West 2014); see generally 1515 North Wells, L.”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “805 ILCS 206/103(b) (West 2014); see generally 1515 North Wells, L.”
— 805 ILCS 206/103(b)(3) — 2 cases
1515 North Wells, L.P. v. 1513 North Wells, L.L.C., 392 Ill. App. 3d 863 (Ill. App. Ct. 2009). “” 805 ILCS 206/103(b)(3) (West 2004). Language in an agreement that allows the partners discretion in certain areas “does not metamorphose the document into an unrestricted license to engage in self-dealing at the expense of those to whom the managing partner owes such a duty.”
1515 North Wells v. 1513 North Wells, 913 N.E.2d 1 (Ill. App. Ct. 2009). “" 805 ILCS 206/103(b)(3) (West 2004). Language in an agreement that allows the partners discretion in certain areas "does not metamorphose the document into an unrestricted license to engage in self-dealing at the expense of those to whom the managing partner owes such a duty.”
— 805 ILCS 206/103(b)(7) — 1 case
Jordan v. Jordan, 2020 IL App (1st) 191598-U (Ill. App. Ct. 2020). “Jordan, 2016 IL App (1st) 151936-U , ¶ 82 (citing 805 ILCS 206/103(b)(7) (West 2014) (partnership agreement may not restrict court’s power to dissolve partnership in accordance with section 801(5) of the Uniform Partnership Act (805 ILCS 206/801(5) (West 2014)))).”
— 805 ILCS 206/103(b)(9) — 1 case
Barrett v. Barrett, 2022 IL App (5th) 220328-U (Ill. App. Ct. 2022). “” In response, the estate contended, inter alia, that the future use of the farmland contemplated in the Agreement was prohibited by section 103(b)(9) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/103(b)(9) (West 2020)) after the farmland was removed from the…”
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