DelawareHB 354153rd General Assembly (2024–2026)House

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT.

Sponsored By: Krista Griffith (Democratic)

Signed by Governor

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Bill Overview

Analyzed Economic Effects

4 provisions identified: 1 benefits, 0 costs, 3 mixed.

Partnerships retain flexible series and merger options

Beginning August 1, 2026, Delaware limited partnership agreements can create series with separate partners, interests, assets, rights, and purposes. A series can be neither protected nor registered; rules for those two types do not block other series. Restrictions on individual series do not prevent the partnership itself from merging, converting, or consolidating. Those transactions remain subject to other applicable legal requirements.

Easier partner exits, firm filing deadlines

Beginning August 1, 2026, former general partners still named on Delaware limited partnership certificates can file narrow amendments recording their departure. The amendment names the partnership; for a registered series, it also names the series. These filings count as notice under the law. Unless that narrow amendment is already filed, the responsible general partner must file within 90 days after the departure. A 90-day deadline also covers new general partners and changes to the partnership’s name, registered office, or agent. Amendments and corrections require at least one general partner’s signature, plus any newly named general partner’s signature. For registered series, the signing general partner must be associated with that series. A departing partner need not sign the partnership’s filing, but can sign their own authorized narrow amendment.

Outside partnerships face registration and signer rules

Beginning August 1, 2026, limited partnerships formed outside Delaware must register before doing business in the state. Applications must list where and when the partnership was formed. The signer must state that the partnership legally exists under its organizing jurisdiction’s law as of the filing date. An authorized person can sign even without being a general partner.

Partner liability expands, with correction protection

Beginning August 1, 2026, general partners and covered foreign partnership certificate signers face liability for materially false statements. They can owe for losses caused by reasonable reliance when they knew or should have known the statement was false. Liability also applies after later learning of false information, when there was enough time to correct it before reliance. Protection from liability for failing to correct or cancel requires action within 90 days after they knew or should have known. That action must be an amendment, correction, cancellation, or petition to make the required change.

Sponsors & Cosponsors

Sponsor

Krista Griffith
Democratic • House

Cosponsors

Darius J. Brown
Democratic • Senate
Franklin D. Cooke
Democratic • House
Daniel Cruce
Democratic • Senate
Stephanie L. Hansen
Democratic • Senate
Kerri Evelyn Harris
Democratic • House
Kendra Johnson
Democratic • House
Michael F. Smith
Republican • House
Josue O Ortega
Democratic • House
Brian Pettyjohn
Republican • Senate
David P. Sokola
Democratic • Senate
Bryan Townsend
Democratic • Senate
John "Jack" Walsh
Democratic • Senate
David L. Wilson
Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 58 • No: 0

Senate vote • 5/19/2026

Passed (SM required)

Yes: 21 • No: 0

House vote • 4/21/2026