(a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction governing a partnership agreement governs relations among the partners and between the partners and the partnership.
(b) The law of the State of Delaware governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
(c) If (i) a partnership agreement provides for the application of the laws of the State of Delaware, and (ii) the partnership files with the Secretary of State a statement of partnership existence or a statement of qualification, then the partnership agreement shall be governed by and construed under the laws of the State of Delaware.
Structure Delaware Code
Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT
Subchapter I. General Provisions
§ 15-102. Knowledge and notice.
§ 15-103. Effect of partnership agreement; nonwaivable provisions.
§ 15-104. Supplemental principles of law.
§ 15-105. Execution, filing and recording of statements and certificates.
§ 15-108. Name of partnership.
§ 15-109. Reservation of name.
§ 15-111. Registered office; registered agent.
§ 15-112. Service of process on partnership filing a statement.
§ 15-113. Service of process on a partnership not filing a statement.
§ 15-114. Service of process on a partner and liquidating trustee.
§ 15-116. Restated statement of partnership existence.
§ 15-117. Execution, amendment or cancelation by judicial order.
§ 15-118. Statement or certificate of correction; corrected statement or certificate.
§ 15-119. Business transactions of partner with the partnership.
§ 15-120. No statutory appraisal rights.
§ 15-121. Contested matters relating to partners; contested votes.
§ 15-122. Interpretation and enforcement of partnership agreement.