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Delaware Statutes, Title 6

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Delaware/Statutes

← All Delaware coverage

Title 6, Commerce and Trade

89 chapters · 1,810 sections in this title.

All chapters in Title 61,810 Ch 9, Article 9. Secured Transactions152 Ch 17, LIMITED PARTNERSHIPS111 Ch 18, LIMITED LIABILITY COMPANY ACT105 Ch 2, Article 2. Sales103 Ch 15, DELAWARE REVISED UNIFORM PARTNERSHIP ACT93 Ch 2a, Article 2A. Leases79 Ch 25, PROHIBITED TRADE PRACTICES78 Ch 3, Article 3. Negotiable Instruments71 Ch 8, Article 8. Investment Securities53 Ch 43, RETAIL INSTALLMENT SALES51 Ch 7, Article 7. Documents of Title43 Ch 51, Commerce and Trade42 Ch 4, Article 4. Bank Deposits and Collections41 Ch 24a, Commerce and Trade39

93 sections·Filtered byTitle 6✕Ch 15✕

6 Del. C. § 15-208. Irrevocability of subscription.
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§ 15-208. Irrevocability of subscription. For all purposes of the laws of the State of Delaware, a subscription for a partnership interest, whether submitted in writing, by means of electronic transmission, or as otherwise permitted by applicable law, is irrevocable if the subscr…
6 Del. C. § 15-301. Partner agent of partnership.
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§ 15-301. Partner agent of partnership. Subject to the effect of a statement of partnership existence under § 15-303 of this title: (1) Each partner is an agent of the partnership for the purpose of its business, purposes or activities. An act of a partner, including the executio…
6 Del. C. § 15-302. Transfer of partnership property.
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§ 15-302. Transfer of partnership property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership existence under § 15-303 of this title, partnership property held in the name of the partnership may be transferred by an in…
6 Del. C. § 15-303. Statement of partnership existence.
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§ 15-303. Statement of partnership existence. (a) A partnership may file a statement of partnership existence, which: (1) Must include: (i) The name of the partnership; and (ii) The address of the registered office and the name and address of the registered agent for service of p…

6 Del. C. § 15-304. Denial of status as partner.

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§ 15-304. Denial of status as partner. If a person named in a statement of partnership existence is or may be adversely affected by being so named, the person may petition the Court of Chancery to direct the correction of the statement. If the Court finds that correction of the s…

6 Del. C. § 15-305. Partnership liable for partner’s actionable conduct.

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§ 15-305. Partnership liable for partner’s actionable conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of busin…

6 Del. C. § 15-306. Partner’s liability.

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§ 15-306. Partner’s liability. (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a …

6 Del. C. § 15-307. Actions by and against partnership and partners.

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§ 15-307. Actions by and against partnership and partners. (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with § 15-306 of this title, any or all of the partners in the…

6 Del. C. § 15-308. Liability of purported partner.

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§ 15-308. Liability of purported partner. (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with 1 or more persons not partners, the purported partner is liable to a person to whom the rep…

6 Del. C. § 15-309. Limitations on distribution.

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§ 15-309. Limitations on distribution. (a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liab…

6 Del. C. § 15-401. Partner’s rights and duties.

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§ 15-401. Partner’s rights and duties. (a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s sh…

6 Del. C. § 15-402. Distributions in kind.

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§ 15-402. Distributions in kind. A partner, regardless of the nature of the partner’s contribution, has no right to demand and receive any distribution from a partnership in kind. A partner may not be compelled to accept a distribution of any asset in kind from a partnership to t…

6 Del. C. § 15-403. Partner’s rights and duties with respect to information.

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§ 15-403. Partner’s rights and duties with respect to information. (a) Each partner and the partnership shall provide partners, former partners and the legal representative of a deceased partner or partner under a legal disability and their agents and attorneys, access to the boo…

6 Del. C. § 15-404. General standards of partner’s conduct.

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§ 15-404. General standards of partner’s conduct. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner’s duty of loyalty to the partn…

6 Del. C. § 15-405. Actions by partnership and partners; derivative actions.

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§ 15-405. Actions by partnership and partners; derivative actions. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain …

6 Del. C. § 15-406. Continuation of partnership beyond definite term or particular undertaking.

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§ 15-406. Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and d…

6 Del. C. § 15-407. Classes and voting.

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§ 15-407. Classes and voting. (a) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnershi…

6 Del. C. § 15-408. Remedies for breach of partnership agreement.

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§ 15-408. Remedies for breach of partnership agreement. A partnership agreement may provide that (i) a partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified co…

6 Del. C. § 15-409. Reliance on reports and information by partner or liquidating trustee.

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§ 15-409. Reliance on reports and information by partner or liquidating trustee. (a) A liquidating trustee of a partnership (including a limited liability partnership) shall be fully protected in relying in good faith upon the records of the partnership and upon information, opin…

6 Del. C. § 15-501. Partner not co-owner of partnership property.

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§ 15-501. Partner not co-owner of partnership property. Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, a partner is not a co-owner of partnership property and has no interest in specific partnershi…

6 Del. C. § 15-502. Partner’s economic interest in partnership; personal property.

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§ 15-502. Partner’s economic interest in partnership; personal property. A partnership interest is personal property. Only a partner’s economic interest may be transferred.72 Del. Laws, c. 151, § 1;

6 Del. C. § 15-503. Transfer of partner’s economic interest.

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§ 15-503. Transfer of partner’s economic interest. (a) A transfer, in whole or in part, of a partner’s economic interest in the partnership: (1) Is permissible; (2) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business or …

6 Del. C. § 15-504. Partner’s economic interest subject to charging order.

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§ 15-504. Partner’s economic interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the economic interest of the judgment debtor to satisfy the judgment. To the extent so char…

6 Del. C. § 15-601. Events causing partner’s dissociation.

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§ 15-601. Events causing partner’s dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership’s having notice of the partner’s express will to withdraw as a partner on a later date specified by the partner in …

6 Del. C. § 15-602. Partner’s power to dissociate; wrongful dissociation.

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§ 15-602. Partner’s power to dissociate; wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 15-601(1) of this title. (b) A partner’s dissociation is wrongful only if any of the following apply: (1)…

6 Del. C. § 15-603. Effect of partner’s dissociation.

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§ 15-603. Effect of partner’s dissociation. (a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter applies; otherwise, subchapter VII of this chapter applies. (b) Upon a partner’s dissociation: (1) the …

6 Del. C. § 15-701. Purchase of dissociated partner’s partnership interest.

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§ 15-701. Purchase of dissociated partner’s partnership interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business or affairs under § 15-801 of this title, the partnership shall cause the dissociated …

6 Del. C. § 15-702. Dissociated partner’s power to bind and liability to partnership.

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§ 15-702. Dissociated partner’s power to bind and liability to partnership. (a) For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this c…

6 Del. C. § 15-703. Dissociated partner’s liability to other persons.

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§ 15-703. Dissociated partner’s liability to other persons. (a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after…

6 Del. C. § 15-704. Statement of dissociation.

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§ 15-704. Statement of dissociation. (a) A dissociated partner or, after the filing by the partnership of a statement of partnership existence, the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the pa…

6 Del. C. § 15-705. Continued use of partnership name.

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§ 15-705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership.72 De…

6 Del. C. § 15-801. Events causing dissolution and winding up of partnership business or affairs.

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§ 15-801. Events causing dissolution and winding up of partnership business or affairs. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership’s having notice from a par…

6 Del. C. § 15-802. Partnership continues after dissolution.

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§ 15-802. Partnership continues after dissolution. (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business or affairs. The partnership is terminated when the winding up of its business or affairs is …

6 Del. C. § 15-803. Right to wind up partnership business or affairs.

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§ 15-803. Right to wind up partnership business or affairs. (a) A partner at the time of dissolution, including a partner who has dissociated but not wrongfully, may participate in winding up the partnership’s business or affairs, but on application of any partner or a partner’s …

6 Del. C. § 15-804. Partner’s power to bind partnership after dissolution.

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§ 15-804. Partner’s power to bind partnership after dissolution. Subject to § 15-805 of this title, a partnership is bound by a partner’s act after dissolution that: (1) Is appropriate for winding up the partnership business or affairs; or (2) Would have bound the partnership und…

6 Del. C. § 15-805. Statement of dissolution.

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§ 15-805. Statement of dissolution. (a) After dissolution, a partnership may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business or affairs. (b) A statement of dissolution cancels a filed statem…

6 Del. C. § 15-806. Partner’s liability to other partners after dissolution.

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§ 15-806. Partner’s liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) of this section and § 15-306 of this title, after dissolution a partner is liable to the other partners for the partner’s share of any partnership obligation incu…

6 Del. C. § 15-807. Settlement of accounts and contributions among partners.

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§ 15-807. Settlement of accounts and contributions among partners. (a) In winding up a partnership’s business or affairs, the assets of the partnership, including the contributions of the partners required by this section, must be applied to pay or make reasonable provision to pa…

6 Del. C. § 15-901. Conversion of certain entities to a domestic partnership.

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§ 15-901. Conversion of certain entities to a domestic partnership. (a) As used in this section and in § 15-105 of this title, the term “other entity” means a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or a…

6 Del. C. § 15-902. Merger or consolidation.

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§ 15-902. Merger or consolidation. (a) As used in this section and in § 15-105 of this title, “other business entity” means a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust, or any other incorporated or unincor…

6 Del. C. § 15-903. Approval of conversion of a domestic partnership.

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§ 15-903. Approval of conversion of a domestic partnership. (a) Upon compliance with this section, a domestic partnership may convert to a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or any other incorporate…

6 Del. C. § 15-904. Domestication of non-United States entities.

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§ 15-904. Domestication of non-United States entities. (a) As used in this section and in § 15-105 of this title, “non-United States entity” means a foreign limited partnership (other than 1 formed under the laws of a state) (including a foreign limited liability limited partners…

6 Del. C. § 15-905. Transfer or continuance of domestic partnerships.

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§ 15-905. Transfer or continuance of domestic partnerships. (a) Upon compliance with the provisions of this section, any domestic partnership may transfer to or domesticate or continue in any jurisdiction, other than any state, and, in connection therewith, may elect to continue …