Title 6, Commerce and Trade

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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 …

§ 17-1001. Right to bring action. A limited partner or an assignee of a partnership interest may bring an action in the Court of Chancery in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the…

§ 17-1002. Proper plaintiff. In a derivative action, the plaintiff must be a partner or an assignee of a partnership interest at the time of bringing the action and: (1) At the time of the transaction of which the plaintiff complains; or (2) The plaintiff’s status as a partner or…

§ 17-1003. Complaint. In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.6 Del. C. 1953, § 1732; 59 Del. Laws, c. 105, § 1; …

§ 17-1004. Expenses. If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in any such actio…

§ 17-101. Definitions. As used in this chapter unless the context otherwise requires: (1) a. “Certificate of limited partnership” means the certificate referred to in § 17-201 of this title, and the certificate as amended. b. “Certificate of registered series” means the certifica…

§ 17-102. Name set forth in certificate. The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words “Limited Partnership” or the abbreviation “L.P.” or the designation “LP” or, in the case of a limited partnership that…

§ 17-103. Reservation of name. (a) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited partnership under this chapter and to adopt that name; (2) Any person intending to form a registered series of a limited partnership unde…

§ 17-104. Registered office; registered agent. (a) Each limited partnership shall have and maintain in the State of Delaware: (1) A registered office, which may but need not be a place of its business in the State of Delaware; and (2) A registered agent for service of process on …

§ 17-105. Service of process on domestic limited partnerships and protected series or registered series thereof. (a) Service of legal process upon any domestic limited partnership or any protected series or registered series thereof shall be made by delivering a copy personally t…

§ 17-106. Nature of business permitted; powers. (a) A limited partnership may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of banking as defined in § 126 of Title 8. (b) A limited partnership shall possess and ma…

§ 17-107. Business transactions of partner with the partnership. Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral …

§ 17-108. Indemnification. Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and de…

§ 17-109. Service of process on partners and liquidating trustees. (a) A general partner or a liquidating trustee of a limited partnership may be served with process in the manner prescribed in this section in all civil actions or proceedings brought in the State of Delaware invo…

§ 17-110. Contested matters relating to general partners; contested votes. (a) Upon application of any partner, the Court of Chancery may hear and determine the validity of any admission, election, appointment or removal or other withdrawal of a general partner of a limited partn…

§ 17-1101. Construction and application of chapter and partnership agreement. (a) This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. (b) The rule that statu…

§ 17-1102. Short title. This chapter may be cited as the “Delaware Revised Uniform Limited Partnership Act.”6 Del. C. 1953, § 1728; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1;

§ 17-1103. Severability. If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and …

§ 17-1104. Effective date and extended effective date. (a) All limited partnerships formed on or after January 1, 1983, the “effective date,” shall be governed by this chapter. (b) Except as provided in subsections (e) and (f) of this section, all limited partnerships formed on o…

§ 17-1105. Cases not provided for in this chapter. In any case not provided for in this chapter, the Delaware Uniform Partnership Law in effect on July 11, 1999 [6 Del. C. § 1501, et seq.] and the rules of law and equity, including the law merchant, shall govern.6 Del. C. 1953, §…

§ 17-1106. Prior law. Except as set forth in § 17-1104 of this title, [former] Chapter 17 of this title is hereby repealed.63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1;

§ 17-1107. Fees. (a) No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Delaware: (1) Upon the re…

§ 17-1108. Reserved power of State of Delaware to alter or repeal chapter. All provisions of this chapter may be altered from time to time or repealed and all rights of partners are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendmen…

§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series. (a) Every domestic limited partnership and every foreign limited partnership registered to do business in the State of Delaware shall pay an annual tax, for the use of the…

§ 17-111. Interpretation and enforcement of partnership agreement. Any action to interpret, apply or enforce the provisions of a partnership agreement, or the duties, obligations or liabilities of a limited partnership to the partners of the limited partnership, or the duties, ob…

§ 17-1110. Cancellation of certificate of limited partnership or certificate of registered series for failure to pay annual tax. (a) The certificate of limited partnership of a domestic limited partnership shall be canceled if the annual tax due under § 17-1109 of this title for …

§ 17-1111. Revival of domestic limited partnership. (a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title may be revived by filing in the office of the Secretary of State…

§ 17-1112. Revival of registered series. (a) A registered series whose certificate of registered series has been canceled pursuant to § 17-1110(b) of this title may be revived by filing in the office of the Secretary of State a certificate of revival of registered series accompan…

§ 17-112. Judicial cancellation of certificate of limited partnership; proceedings. (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to cancel the certificate of limited partnership of any domestic limited partnership for abuse or misuse of i…

§ 17-113. Document form, signature and delivery. (a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered: (1) Any act or transaction conte…

§ 17-1201. . Law applicable to statutory public benefit limited partnerships; how formed. This subchapter applies to all statutory public benefit limited partnerships, as defined in § 17-1202(a) of this title. If a limited partnership is formed as or elects to become a statutory …

§ 17-1202. . Statutory public benefit limited partnership defined; contents of certificate of limited partnership and partnership agreement. (a) A “statutory public benefit limited partnership” is a for-profit limited partnership formed under and subject to the requirements of th…

§ 17-1203. Certain amendments and mergers; votes required [Repealed].82 Del. Laws, c. 46, § 30; repealed by 83 Del. Laws, c. 63, § 7, effective Aug. 1, 2021.;

§ 17-1204. . Duties of general partners or other persons. (a) The general partners or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited partnership shall manage or direct the business and affairs of the statutory publi…

§ 17-1205 . Periodic statements and third-party certification. A statutory public benefit limited partnership shall no less than biennially provide its limited partners with a statement as to the limited partnership’s promotion of the public benefit or public benefits set forth i…

§ 17-1206 . Derivative suits. Limited partners of a statutory public benefit limited partnership or assignees of partnership interests in a statutory public benefit limited partnership owning individually or collectively, as of the date of instituting such derivative suit, at lea…

§ 17-1207 . No effect on other limited partnerships. This subchapter shall not affect a statute or rule of law that is applicable to a limited partnership that is not a statutory public benefit limited partnership.82 Del. Laws, c. 46, § 30;

§ 17-1208 . Accomplishment by other means. The provisions of this subchapter shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited partnership that is formed or operated for a public benefit (including a …