Title 6, Commerce and Trade

§ 17-205. Execution, amendment or cancellation by judicial order. (a) If a person required by § 17-204 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to di…

§ 17-206. Filing. (a) The signed copy of any certificate authorized to be filed under this chapter shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person’s authority as a prerequisite to …

§ 17-207. Liability for false statement. (a) If any certificate authorized to be filed under this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) Any general partner that execut…

§ 17-208. Notice. The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate o…

§ 17-209. Delivery of certificates to limited partners. Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partn…

§ 17-210. Restated certificate. (a) Restated certificate of limited partnership. — (1) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a resul…

§ 17-211. Merger and consolidation. (a) As used in this section and in §§ 17-220, 17-222, 17-223 and 17-224 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, a limit…

§ 17-212. No statutory appraisal rights. Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights shall be available with respect to a partnership interest or another interest in…

§ 17-213. Certificate of correction. (a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneousl…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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 …

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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 …