Wyoming Statutes

Wyo. Stat. § 17-21-103 (2026)

Effect of partnership agreement; nonwaivable

✓ current as of May 2026

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provisions.

     (a) Except as provided in subsection (b) of this section,
a 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.

    (b)   A partnership agreement may not:

          (i) Vary the rights and duties under W.S. 17-21-105
except to eliminate the duty to provide copies of statements to
all the partners;

          (ii) Unreasonably restrict a partner's right of
access to books and records under W.S. 17-21-403(b);

          (iii)   Eliminate the duty of loyalty under W.S.
17-21-404(b);

          (iv)    Unreasonably reduce the duty of care under W.S.
17-21-404(d);

          (v) Eliminate the obligation of good faith and fair
dealing under W.S. 17-21-404(e);

          (vi) Vary the power to withdraw as a partner under
W.S. 17-21-601(a)(i), except to require the notice to be in
writing;

          (vii) Vary the right to expulsion of a partner by a
court in the events specified in W.S. 17-21-601(a)(v);

          (viii) Vary the requirement to wind up the
partnership business in cases specified in W.S.
17-21-801(a)(iv), (v) or (vi); or
           (ix)   Restrict rights of third parties under this
chapter.

Notes of Decisions

Cited in 3 cases, 1996–2006 · leading case: B & R BUILDERS v. Beilgard, 915 P.2d 1195 (Wyo. 1996).

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B & R BUILDERS v. Beilgard, 915 P.2d 1195 (Wyo. 1996). · cites it 2× “In the absence of express agreement, the Act indicates that it applies to all existing partnerships unless another section indicates otherwise, Wyo.Stat. §§ 17-21-103, 1003 (Cum.Supp.1995), and that a partnership continues after dissolution until the winding up of business is…”

Est. of H.A. True v. Comm'r, 2001 T.C. Memo. 167 (Tax Ct. 2001). · cites it 3× “Under the Wyoming Uniform Partnership Act (WUPA), partnership agreements govern relations among partners and between partners and the partnership. As such, the WUPA provides only default rules if the partnership agreement is silent.”

Warnick v. Warnick, 2006 WY 58 (Wyo. 2006). · cites it 2× “Warniek I, ¶ 12; Wyo. Stat. Ann. § 17-21-103 (LexisNexis 2005).”

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