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Subchapter I. General Provisions
§ 17-101. Definitions. - As used in this chapter unless the context otherwise requires:...
§ 17-102. Name set forth in certificate. - The name of each limited partnership as set forth in...
§ 17-103. Reservation of name. - (a) The exclusive right to the use of a name...
§ 17-104. Registered office; registered agent. - (a) Each limited partnership shall have and maintain in the...
§ 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...
§ 17-106. Nature of business permitted; powers. - (a) A limited partnership may carry on any lawful business,...
§ 17-107. Business transactions of partner with the partnership. - Except as provided in the partnership agreement, a partner may...
§ 17-108. Indemnification. - Subject to such standards and restrictions, if any, as are...
§ 17-109. Service of process on partners and liquidating trustees. - (a) A general partner or a liquidating trustee of a...
§ 17-110. Contested matters relating to general partners; contested votes. - (a) Upon application of any partner, the Court of Chancery...
§ 17-111. Interpretation and enforcement of partnership agreement. - Any action to interpret, apply or enforce the provisions of...
§ 17-112. Judicial cancellation of certificate of limited partnership; proceedings. - (a) Upon motion by the Attorney General, the Court of...
§ 17-113. Document form, signature and delivery. - (a) Except as provided in subsection (b) of this section,...
Subchapter II. Formation; Certificate of Limited Partnership
§ 17-201. Certificate of limited partnership. - (a) In order to form a limited partnership, 1 or...
§ 17-202. Amendment to certificate. - (a) A certificate of limited partnership is amended by filing...
§ 17-203. Cancellation of certificate. - (a) A certificate of limited partnership shall be canceled upon...
§ 17-204. Execution. - (a) Each certificate required by this subchapter to be filed...
§ 17-205. Execution, amendment or cancellation by judicial order. - (a) If a person required by § 17-204 of this...
§ 17-206. Filing. - (a) The signed copy of any certificate authorized to be...
§ 17-207. Liability for false statement. - (a) If any certificate authorized to be filed under this...
§ 17-208. Notice. - The fact that a certificate of limited partnership is on...
§ 17-209. Delivery of certificates to limited partners. - Upon the return by the Secretary of State pursuant to...
§ 17-210. Restated certificate. - (a) Restated certificate of limited partnership. — (1) A limited...
§ 17-211. Merger and consolidation. - (a) As used in this section and in §§ 17-220,...
§ 17-212. No statutory appraisal rights. - Unless otherwise provided in a partnership agreement or an agreement...
§ 17-213. Certificate of correction. - (a) Whenever any certificate authorized to be filed with the...
§ 17-214. Limited partnerships as limited liability limited partnerships. - (a) A limited partnership may be formed as, or may...
§ 17-215. Domestication of non-United States entities. - (a) As used in this section and in § 17-204...
§ 17-216. Transfer or continuance of domestic limited partnerships. - (a) Upon compliance with the provisions of this section, any...
§ 17-217. Conversion of certain entities to a limited partnership. - (a) As used in this section and in § 17-204...
§ 17-218. Series of limited partners, general partners, partnership interests or assets. - (a) A partnership agreement may establish or provide for the...
§ 17-219. Approval of conversion of a limited partnership. - (a) Upon compliance with this section, a domestic limited partnership...
§ 17-220. Division of a limited partnership. - (a) As used in this section and §§ 17-203 and...
§ 17-221. Registered series of limited partners, general partners, partnership interests or assets. - (a) If a partnership agreement provides for the establishment or...
§ 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...
§ 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...
§ 17-224. Merger and consolidation of registered series. - (a) Pursuant to an agreement of merger or consolidation, 1...
Subchapter III. Limited Partners
§ 17-301. Admission of limited partners. - (a) In connection with the formation of a limited partnership,...
§ 17-302. Classes and voting. - (a) A partnership agreement may provide for classes or groups...
§ 17-303. Liability to third parties. - (a) A limited partner is not liable for the obligations...
§ 17-304. Person erroneously believing himself or herself limited partner. - (a) Except as provided in subsection (b) of this section,...
§ 17-305. Access to and confidentiality of information; records. - (a) Each limited partner, in person or by attorney or...
§ 17-306. Remedies for breach of partnership agreement by limited partner. - A partnership agreement may provide that: (1) A limited partner...
Subchapter IV. General Partners
§ 17-401. Admission of general partners. - (a) A person may be admitted to a limited partnership...
§ 17-402. Events of withdrawal. - (a) A person ceases to be a general partner of...
§ 17-403. General powers and liabilities. - (a) Except as provided in this chapter or in the...
§ 17-404. Contributions by a general partner. - A general partner of a limited partnership may make contributions...
§ 17-405. Classes and voting. - (a) A partnership agreement may provide for classes or groups...
§ 17-406. Remedies for breach of partnership agreement by general partner. - A partnership agreement may provide that (1) a general partner...
§ 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...
Subchapter V. Finance
§ 17-501. Form of contribution. - The contribution of a partner may be in cash, property...
§ 17-502. Liability for contribution. - (a) (1) Except as provided in the partnership agreement, a...
§ 17-503. Allocation of profits and losses. - The profits and losses of a limited partnership shall be...
§ 17-504. Allocation of distributions. - Distributions of cash or other assets of a limited partnership...
§ 17-505. Defense of usury not available. - No obligation of a partner of a limited partnership to...
Subchapter VI. Distributions and Withdrawal
§ 17-601. Interim distributions. - Except as provided in this subchapter, to the extent and...
§ 17-602. Withdrawal of general partner and assignment of general partner's partnership interest. - (a) A general partner may withdraw from a limited partnership...
§ 17-603. Withdrawal of limited partner. - A limited partner may withdraw from a limited partnership only...
§ 17-604. Distribution upon withdrawal. - Except as provided in this subchapter, upon withdrawal any withdrawing...
§ 17-605. Distribution in kind. - Except as provided in the partnership agreement, a partner, regardless...
§ 17-606. Right to distribution. - (a) Subject to §§ 17-607 and 17-804 of this title,...
§ 17-607. Limitations on distribution. - (a) A limited partnership shall not make a distribution to...
§ 17-608. Liability upon return of contribution. - Repealed by 66 Del. Laws, c. 316, § 56, eff....
Subchapter VII. Assignment of Partnership Interests
§ 17-701. Nature of partnership interest. - A partnership interest is personal property. A partner has no...
§ 17-702. Assignment of partnership interest. - (a) Unless otherwise provided in the partnership agreement: (1) A...
§ 17-703. Partner's partnership interest subject to charging order. - (a) On application by a judgment creditor of a partner...
§ 17-704. Right of assignee to become limited partner. - (a) An assignee of a partnership interest, including an assignee...
§ 17-705. Powers of estate of deceased or incompetent partner. - If a partner who is an individual dies or a...
Subchapter VIII. Dissolution
§ 17-801. Nonjudicial dissolution. - A limited partnership is dissolved and its affairs shall be...
§ 17-802. Judicial dissolution. - On application by or for a partner the Court of...
§ 17-803. Winding up. - (a) Unless otherwise provided in the partnership agreement, the general...
§ 17-804. Distribution of assets. - (a) Upon the winding up of a limited partnership, the...
§ 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties. - When the certificate of limited partnership of any limited partnership...
§ 17-806. Revocation of dissolution. - If a partnership agreement provides the manner in which a...
Subchapter IX. Foreign Limited Partnerships
§ 17-901. Law governing. - (a) Subject to the Constitution of the State of Delaware:...
§ 17-902. Registration required; application. - Before doing business in the State of Delaware, a foreign...
§ 17-903. Issuance of registration. - (a) If the Secretary of State finds that an application...
§ 17-904. Name; registered office; registered agent. - (a) A foreign limited partnership may register with the Secretary...
§ 17-905. Amendments to application. - If any statement in the application for registration of a...
§ 17-906. Cancellation of registration. - A foreign limited partnership may cancel its registration by filing...
§ 17-907. Doing business without registration. - (a) A foreign limited partnership doing business in the State...
§ 17-908. Foreign limited partnerships doing business without having qualified; injunctions. - The Court of Chancery shall have jurisdiction to enjoin any...
§ 17-909. Execution; liability. - Sections 17-204(d) and 17-207 of this title shall be applicable...
§ 17-910. Service of process on registered foreign limited partnerships. - (a) Service of legal process upon any foreign limited partnership...
§ 17-911. Service of process on unregistered foreign limited partnerships. - (a) Any foreign limited partnership which shall do business in...
§ 17-912. Activities not constituting doing business. - (a) Activities of a foreign limited partnership in the State...
Subchapter X. Derivative Actions
§ 17-1001. Right to bring action. - A limited partner or an assignee of a partnership interest...
§ 17-1002. Proper plaintiff. - In a derivative action, the plaintiff must be a partner...
§ 17-1003. Complaint. - In a derivative action, the complaint shall set forth with...
§ 17-1004. Expenses. - If a derivative action is successful, in whole or in...
Subchapter XI. Miscellaneous
§ 17-1101. Construction and application of chapter and partnership agreement. - (a) This chapter shall be so applied and construed to...
§ 17-1102. Short title. - This chapter may be cited as the “Delaware Revised Uniform...
§ 17-1103. Severability. - If any provision of this chapter or its application to...
§ 17-1104. Effective date and extended effective date. - (a) All limited partnerships formed on or after January 1,...
§ 17-1105. Cases not provided for in this chapter. - In any case not provided for in this chapter, the...
§ 17-1106. Prior law. - Except as set forth in § 17-1104 of this title,...
§ 17-1107. Fees. - (a) No document required to be filed under this chapter...
§ 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...
§ 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...
§ 17-1111. Revival of domestic limited partnership. - (a) A domestic limited partnership whose certificate of limited partnership...
§ 17-1112. Revival of registered series. - (a) A registered series whose certificate of registered series has...
Subchapter XII. Statutory Public Benefit Limited Partnerships
§ 17-1201 . Law applicable to statutory public benefit limited partnerships; how formed. - This subchapter applies to all statutory public benefit limited partnerships,...
§ 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...
§ 17-1204 . Duties of general partners or other persons. - (a) The general partners or other persons with authority to...
§ 17-1205 . Periodic statements and third-party certification. - A statutory public benefit limited partnership shall no less than...
§ 17-1206 . Derivative suits. - Limited partners of a statutory public benefit limited partnership or...
§ 17-1207 . No effect on other limited partnerships. - This subchapter shall not affect a statute or rule of...
§ 17-1208 . Accomplishment by other means. - The provisions of this subchapter shall not be construed to...