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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

111 sections·Filtered byTitle 6✕Ch 17✕

6 Del. C. § 17-214. Limited partnerships as limited liability limited partnerships.
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§ 17-214. Limited partnerships as limited liability limited partnerships. (a) A limited partnership may be formed as, or may become, a limited liability limited partnership pursuant to this section. A limited partnership may become a limited liability limited partnership as permi…
6 Del. C. § 17-215. Domestication of non-United States entities.
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§ 17-215. Domestication of non-United States entities. (a) As used in this section and in § 17-204 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. § 17-216. Transfer or continuance of domestic limited partnerships.
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§ 17-216. Transfer or continuance of domestic limited partnerships. (a) Upon compliance with the provisions of this section, any limited partnership may transfer to or domesticate or continue in any jurisdiction, other than any state, and, in connection therewith, may elect to co…
6 Del. C. § 17-217. Conversion of certain entities to a limited partnership.

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§ 17-217. Conversion of certain entities to a limited partnership. (a) As used in this section and in § 17-204 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. § 17-218. Series of limited partners, general partners, partnership interests or assets.

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§ 17-218. Series of limited partners, general partners, partnership interests or assets. (a) A partnership agreement may establish or provide for the establishment of 1 or more designated series of limited partners, general partners, partnership interests or assets. Any such seri…

6 Del. C. § 17-219. Approval of conversion of a limited partnership.

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§ 17-219. Approval of conversion of a limited partnership. (a) Upon compliance with this section, a domestic limited 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 inco…

6 Del. C. § 17-220. Division of a limited partnership.

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§ 17-220. Division of a limited partnership. (a) As used in this section and §§ 17-203 and 17-301 of this title: (1) “Dividing partnership” means the domestic limited partnership that is effecting a division in the manner provided in this section. (2) “Division” means the divisio…

6 Del. C. § 17-221. Registered series of limited partners, general partners, partnership interests or assets.

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§ 17-221. Registered series of limited partners, general partners, partnership interests or assets. (a) If a partnership agreement provides for the establishment or formation of 1 or more series, then a registered series may be formed by complying with this section. A partnership…

6 Del. C. § 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.

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§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership. (a) A protected series of a domestic limited partnership may convert to a registered series of such domestic limited partnership b…

6 Del. C. § 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.

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§ 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership. (a) Upon compliance with this section, a registered series of a domestic limited partnership may convert to a protected series of …

6 Del. C. § 17-224. Merger and consolidation of registered series.

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§ 17-224. Merger and consolidation of registered series. (a) Pursuant to an agreement of merger or consolidation, 1 or more registered series may merge or consolidate with or into 1 or more other registered series of the same limited partnership with such registered series as the…

6 Del. C. § 17-301. Admission of limited partners.

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§ 17-301. Admission of limited partners. (a) In connection with the formation of a limited partnership, a person is admitted as a limited partner of the limited partnership upon the later to occur of: (1) The formation of the limited partnership; or (2) The time provided in and u…

6 Del. C. § 17-302. Classes and voting.

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§ 17-302. Classes and voting. (a) A partnership agreement may provide for classes or groups of limited 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 pa…

6 Del. C. § 17-303. Liability to third parties.

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§ 17-303. Liability to third parties. (a) A limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control o…

6 Del. C. § 17-304. Person erroneously believing himself or herself limited partner.

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§ 17-304. Person erroneously believing himself or herself limited partner. (a) Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he or she has become a limited partner in the pa…

6 Del. C. § 17-305. Access to and confidentiality of information; records.

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§ 17-305. Access to and confidentiality of information; records. (a) Each limited partner, in person or by attorney or other agent, has the right, subject to such reasonable standards (including standards governing what information (including books, records and other documents) i…

6 Del. C. § 17-306. Remedies for breach of partnership agreement by limited partner.

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§ 17-306. Remedies for breach of partnership agreement by limited partner. A partnership agreement may provide that: (1) A limited partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specifi…

6 Del. C. § 17-401. Admission of general partners.

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§ 17-401. Admission of general partners. (a) A person may be admitted to a limited partnership as a general partner of the limited partnership and may receive a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution…

6 Del. C. § 17-402. Events of withdrawal.

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§ 17-402. Events of withdrawal. (a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in § 17-602 of this title; (2) The general partner ce…

6 Del. C. § 17-403. General powers and liabilities.

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§ 17-403. General powers and liabilities. (a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership that is governed by the Delaware…

6 Del. C. § 17-404. Contributions by a general partner.

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§ 17-404. Contributions by a general partner. A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may m…

6 Del. C. § 17-405. Classes and voting.

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§ 17-405. Classes and voting. (a) A partnership agreement may provide for classes or groups of general 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 pa…

6 Del. C. § 17-406. Remedies for breach of partnership agreement by general partner.

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§ 17-406. Remedies for breach of partnership agreement by general partner. A partnership agreement may provide that (1) a general partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specifie…

6 Del. C. § 17-407. Reliance on reports and information by limited partners, liquidating trustees, and general partners.

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§ 17-407. Reliance on reports and information by limited partners, liquidating trustees, and general partners. (a) A limited partner or liquidating trustee of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and u…

6 Del. C. § 17-501. Form of contribution.

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§ 17-501. Form of contribution. The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.6 Del. C. 1953, § 1704; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1…

6 Del. C. § 17-502. Liability for contribution.

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§ 17-502. Liability for contribution. (a) (1) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if that partner is unable to perform because of deat…

6 Del. C. § 17-503. Allocation of profits and losses.

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§ 17-503. Allocation of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profi…

6 Del. C. § 17-504. Allocation of distributions.

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§ 17-504. Allocation of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so prov…

6 Del. C. § 17-505. Defense of usury not available.

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§ 17-505. Defense of usury not available. No obligation of a partner of a limited partnership to the limited partnership, or to a partner of the limited partnership, arising under the partnership agreement or a separate agreement or writing, and no note, instrument or other writi…

6 Del. C. § 17-506. Irrevocability of subscription.

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§ 17-506. 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. § 17-601. Interim distributions.

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§ 17-601. Interim distributions. Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in the partnership agreement, a partner is entitled to receive from a limited partnership distributions before withdrawing from the…

6 Del. C. § 17-602. Withdrawal of general partner and assignment of general partner’s partnership interest.

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§ 17-602. Withdrawal of general partner and assignment of general partner’s partnership interest. (a) A general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnershi…

6 Del. C. § 17-603. Withdrawal of limited partner.

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§ 17-603. Withdrawal of limited partner. A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary un…

6 Del. C. § 17-604. Distribution upon withdrawal.

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§ 17-604. Distribution upon withdrawal. Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which such partner is entitled under a partnership agreement and, if not otherwise provided in a partnership agreement…

6 Del. C. § 17-605. Distribution in kind.

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§ 17-605. Distribution in kind. Except as provided in the partnership agreement, a partner, regardless of the nature of the partner’s contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in th…

6 Del. C. § 17-606. Right to distribution.

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§ 17-606. Right to distribution. (a) Subject to §§ 17-607 and 17-804 of this title, and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available…

6 Del. C. § 17-607. Limitations on distribution.

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§ 17-607. Limitations on distribution. (a) A limited 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 partnership, other than liabilities to partners …

6 Del. C. § 17-608. Liability upon return of contribution.

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§ 17-608. Liability upon return of contribution. Repealed by 66 Del. Laws, c. 316, § 56, eff. Sept. 1, 1988.

6 Del. C. § 17-701. Nature of partnership interest.

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§ 17-701. Nature of partnership interest. A partnership interest is personal property. A partner has no interest in specific limited partnership property.6 Del. C. 1953, § 1718; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1;

6 Del. C. § 17-702. Assignment of partnership interest.

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§ 17-702. Assignment of partnership interest. (a) Unless otherwise provided in the partnership agreement: (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to b…

6 Del. C. § 17-703. Partner’s partnership interest subject to charging order.

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§ 17-703. Partner’s partnership interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner’s assignee, a court having jurisdiction may charge the partnership interest of the judgment debtor to satisfy the judgment. To the extent so …

6 Del. C. § 17-704. Right of assignee to become limited partner.

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§ 17-704. Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, becomes a limited partner: (1) As provided in the partnership agreement; or (2) Unless otherwise provided in the partnership agreement, up…

6 Del. C. § 17-705. Powers of estate of deceased or incompetent partner.

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§ 17-705. Powers of estate of deceased or incompetent partner. If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner’s person or property, the partner’s personal representative may exercise all of …

6 Del. C. § 17-801. Nonjudicial dissolution.

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§ 17-801. Nonjudicial dissolution. A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in a partnership agreement, but if no such time is set forth in the partnership agreement, then the limited …

6 Del. C. § 17-802. Judicial dissolution.

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§ 17-802. Judicial dissolution. On application by or for a partner the Court of Chancery may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.63 Del. Laws, c. 420, § 1; 65 D…

6 Del. C. § 17-803. Winding up.

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§ 17-803. Winding up. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person approved by the limited partners, in either case, by limited partners who …

6 Del. C. § 17-804. Distribution of assets.

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§ 17-804. Distribution of assets. (a) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partners…

6 Del. C. § 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties.

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§ 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties. When the certificate of limited partnership of any limited partnership formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 17-203 of this ti…

6 Del. C. § 17-806. Revocation of dissolution.

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§ 17-806. Revocation of dissolution. If a partnership agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless a partnership agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set…

6 Del. C. § 17-901. Law governing.

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§ 17-901. Law governing. (a) Subject to the Constitution of the State of Delaware: (1) The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited partnership is organized govern its organization and internal affairs and the liabil…