# 6 Del. C. ch. 17 — Delaware Revised Uniform Limited Partnership Act (§§ 17-101 et seq.)

URL: https://consilena.com/coverage/laws/ksrc_h8sd3bwnxnty8brs

- Jurisdiction: Delaware
- Type: Statute
- Identifier: /de/title6/ch17
- Current as of: 1 January 1983
- Provisions: 103
- Official text: https://delcode.delaware.gov/title6/c017/

> The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law.

## Provisions

- **§ 17-602. Withdrawal of general partner and assignment of general partner’s partnership interest.**: (a) A general partner may withdraw from a limited partnership…
- **§ 17-213. Certificate of correction.**: (a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-1110. Cancellation of certificate of limited partnership or certificate of registered series for failure to pay annual tax.**: (a) The certificate of limited…
- **§ 17-908. Foreign limited partnerships doing business without having qualified; injunctions.**: The Court of Chancery shall have jurisdiction to enjoin any…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-1102. Short title.**: This chapter may be cited as the “Delaware Revised Uniform Limited Partnership Act.”
- **§ 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…
- **§ 17-207. Liability for false statement [Effective until Aug. 1, 2026].**: (a) If any certificate authorized to be filed under this chapter contains a materially…
- **§ 17-201. Certificate of limited partnership.**: (a) In order to form a limited partnership, 1 or more persons (but not less than all of the general partners)…
- **§ 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…
- **§ 17-1107. Fees [Effective until Aug. 1, 2026].**: (a) No document required to be filed under this chapter shall be effective until the applicable fee required by…
- **§ 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…
- **§ 17-104. Registered office; registered agent.**: (a) Each limited partnership shall have and maintain in the State of Delaware: (1) A registered office, which…
- **§ 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…
- **§ 17-203. Cancellation of certificate.**: (a) A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the…
- **§ 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…
- **§ 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…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: (a) Upon compliance with the provisions of this section, any limited partnership may…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-906. Cancellation of registration.**: A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of…
- **§ 17-905. Amendments to application.**: If any statement in the application for registration of a foreign limited partnership was false when made or any…
- **§ 17-208. Notice [Effective until Aug. 1, 2026].**: The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-407. Reliance on reports and information by limited partners, liquidating trustees, and general partners.**: (a) A limited partner or liquidating trustee of…
- **§ 17-702. Assignment of partnership interest.**: (a) Unless otherwise provided in the partnership agreement: (1) A partnership interest is assignable in whole or…
- **§ 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…
- **§ 17-110. Contested matters relating to general partners; contested votes.**: (a) Upon application of any partner, the Court of Chancery may hear and determine…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-506. Irrevocability of subscription.**: For all purposes of the laws of the State of Delaware, a subscription for a partnership interest, whether submitted…
- **§ 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…
- **§ 17-904. Name; registered office; registered agent.**: (a) A foreign limited partnership may register with the Secretary of State under any name (whether or not…
- **§ 17-912. Activities not constituting doing business.**: (a) Activities of a foreign limited partnership in the State of Delaware that do not constitute doing…
- **§ 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…
- **§ 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…
- **§ 17-108. Indemnification.**: Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (a) As used in this section and in §§ 17-220, 17-222, 17-223 and 17-224 of this title…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-902. Registration required; application [Effective until Aug. 1, 2026].**: Before doing business in the State of Delaware, a foreign limited partnership…
- **§ 17-911. Service of process on unregistered foreign limited partnerships [Effective until Aug. 1, 2026].**: (a) Any foreign limited partnership which shall do…
- **§ 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…
- **§ 17-903. Issuance of registration.**: (a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been…
- **§ 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties.**: When the certificate of limited partnership of any limited partnership…
- **§ 17-1106. Prior law.**: Except as set forth in § 17-1104 of this title, [former] Chapter 17 of this title is hereby repealed.
- **§ 17-1101. Construction and application of chapter and partnership agreement.**: (a) This chapter shall be so applied and construed to effectuate its general…
- **§ 17-210. Restated certificate.**: (a) Restated certificate of limited partnership. — (1) A limited partnership may, whenever desired, integrate into a single…
- **§ 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…
- **§ 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…
- **§ 17-112. Judicial cancellation of certificate of limited partnership; proceedings.**: (a) Upon motion by the Attorney General, the Court of Chancery shall have…
- **§ 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…
- **§ 17-608. Liability upon return of contribution.**: Repealed by 66 Del. Laws, c. 316, § 56, eff. Sept. 1, 1988.
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: (a) Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (a) If a partnership…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-504. Allocation of distributions.**: Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes…
- **§ 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…
- **§ 17-107. Business transactions of partner with the partnership.**: Except as provided in the partnership agreement, a partner may lend money to, borrow money…
- **§ 17-910. Service of process on registered foreign limited partnerships [Effective until Aug. 1, 2026].**: (a) Service of legal process upon any foreign limited…
- **§ 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…
- **§ 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…
- **§ 17-109. Service of process on partners and liquidating trustees [Effective until Aug. 1, 2026].**: (a) A general partner or a liquidating trustee of a limited…
- **§ 17-1111. Revival of domestic limited partnership.**: (a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to §…
- **§ 17-202. Amendment to certificate [Effective until Aug. 1, 2026].**: (a) A certificate of limited partnership is amended by filing a certificate of amendment…
- **§ 17-105. Service of process on domestic limited partnerships and protected series or registered series thereof [Effective until Aug. 1, 2026].**: (a) Service of…
- **§ 17-604. Distribution upon withdrawal.**: Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution…
- **§ 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…
- **§ 17-701. Nature of partnership interest.**: A partnership interest is personal property. A partner has no interest in specific limited partnership property.
- **§ 17-101. Definitions [Effective until Aug. 1, 2026].**: As used in this chapter unless the context otherwise requires: (1) “Certificate of limited partnership”…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: (a) Every domestic limited partnership and every…
- **§ 17-907. Doing business without registration.**: (a) A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or…
- **§ 17-803. Winding up.**: (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership…
- **§ 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…
- **§ 17-214. Limited partnerships as limited liability limited partnerships.**: (a) A limited partnership may be formed as, or may become, a limited liability…
- **§ 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…
- **§ 17-219. Approval of conversion of a limited partnership.**: (a) Upon compliance with this section, a domestic limited partnership may convert to a corporation…
- **§ 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…
- **§ 17-909. Execution; liability.**: Sections 17-204(d) and 17-207 of this title shall be applicable to foreign limited partnerships as if they were domestic…
- **§ 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…
- **§ 17-111. Interpretation and enforcement of partnership agreement.**: Any action to interpret, apply or enforce the provisions of a partnership agreement, or the…
- **§ 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…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (a) A partnership agreement may…
- **§ 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…
- **§ 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…
- **§ 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…
- **§ 17-220. Division of a limited partnership.**: (7) “Surviving partnership” means a dividing partnership that survives the division. (b) Pursuant to a plan of…
- **§ 17-213. Certificate of correction.**: Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically…
- **§ 17-215. Domestication of non-United States entities.**: (1) The date on which and jurisdiction where the non-United States entity was first formed…
- **§ 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.**: (2) By…
- **§ 17-1101. Construction and application of chapter and partnership agreement.**: a partnership agreement; provided, that a partnership agreement may not limit or…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: the rate of 1½% for each month or portion thereof…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (2) by limited partners who own more than 50 percent of the then current percentage or other…
- **§ 17-402. Events of withdrawal.**: (5) Unless otherwise provided in the partnership agreement, or with the consent of all partners, 120 days after the…
- **§ 17-904. Name; registered office; registered agent.**: (2) A registered agent for service of process on the limited partnership, having a business office…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: with respect to such series shall be…
- **§ 17-405. Classes and voting.**: of general partners may be held by means of conference telephone or other communications equipment by means of which all persons…
- **§ 17-912. Activities not constituting doing business.**: (12) Doing business in the State of Delaware as an insurance company. (b) A person shall not be deemed to…
- **§ 17-1111. Revival of domestic limited partnership.**: (5) Any other matters the general partner or general partners executing the certificate of revival of…
- **§ 17-219. Approval of conversion of a limited partnership.**: (2) by limited partners who own more than 50 percent of the then current percentage or other…
- **§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.**: (1) By…
- **§ 17-910. Service of process on registered foreign limited partnerships [Effective until Aug. 1, 2026].**: serve the process in any manner provided for by…
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: (4) If a domestic limited partnership is filing a certificate of merger or consolidation or a certificate…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: reference to § 17-218 of…
- **§ 17-202. Amendment to certificate [Effective until Aug. 1, 2026].**: (3) A change in the name of the limited partnership, or, except as provided in § 17-104(b)…
- **§ 17-110. Contested matters relating to general partners; contested votes.**: furnished to the registered agent by the applicant partner. The Court may make such…
- **§ 17-214. Limited partnerships as limited liability limited partnerships.**: (5) All references to “foreign partnerships,” “foreign limited liability…
- **§ 17-911. Service of process on unregistered foreign limited partnerships [Effective until Aug. 1, 2026].**: of this section, the Secretary of State shall…
- **§ 17-403. General powers and liabilities.**: general partner. Any such delegation may be to agents, officers, and employees of the general partner or the limited…
- **§ 17-502. Liability for contribution.**: (2) A conditional obligation of a partner to make a contribution or return money or other property to a limited…
- **§ 17-206. Filing.**: (4) Cause to be entered such information from the certificate as the Secretary of State deems appropriate into the Delaware Corporation…
- **§ 17-303. Liability to third parties.**: (1) To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent…
- **§ 17-224. Merger and consolidation of registered series.**: (2) By limited partners who own more than 50% of the then current percentage or other interest in the…
- **§ 17-902. Registration required; application [Effective until Aug. 1, 2026].**: (2) A certificate, as of a date not earlier than 6 months prior to the filing…
- **§ 17-105. Service of process on domestic limited partnerships and protected series or registered series thereof [Effective until Aug. 1, 2026].**: the presence of…
- **§ 17-201. Certificate of limited partnership.**: (4) Any other matters the partners determine to include therein. (b) A limited partnership is formed at the time…
- **§ 17-113. Document form, signature and delivery.**: (3) Unless otherwise provided in the partnership agreement or agreed between the sender and recipient, an…
- **§ 17-301. Admission of limited partners.**: (3) In the case of a person being admitted as a partner of a surviving or resulting limited partnership pursuant to a…
- **§ 17-1112. Revival of registered series.**: (3) of this title with respect to the matters set forth in such certificate of revival. (c) Upon the filing of a…
- **§ 17-210. Restated certificate.**: (2) If a restated certificate of limited partnership merely restates and integrates but does not further amend the initial…
- **§ 17-801. Nonjudicial dissolution.**: (3) An event of withdrawal of a general partner unless at the time there is at least 1 other general partner and the…
- **§ 17-203. Cancellation of certificate.**: (3) If the limited partnership has formed 1 or more registered series whose certificate of registered series has not…
- **§ 17-1107. Fees [Effective until Aug. 1, 2026].**: (11) of this section) a certificate of cancellation under § 17-203 or § 17-221(d) (8) of this title, a…
- **§ 17-1104. Effective date and extended effective date.**: (1) On and after the extended effective date, such limited partnership need not file with the Secretary…
- **§ 17-305. Access to and confidentiality of information; records.**: (6) Other information regarding the affairs of the limited partnership as is just and…
- **§ 17-702. Assignment of partnership interest.**: (4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon…
- **§ 17-407. Reliance on reports and information by limited partners, liquidating trustees, and general partners.**: of the assets, liabilities, profits or losses of…
- **§ 17-102. Name set forth in certificate.**: (3) Must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such…
- **§ 17-101. Definitions [Effective until Aug. 1, 2026].**: (6) “Foreign limited partnership” includes a partnership formed under the laws of any state or under the…
- **§ 17-806. Revocation of dissolution.**: (3) In the case of dissolution effected by an event of withdrawal of a general partner or the occurrence of an event that…
- **§ 17-106. Nature of business permitted; powers.**: 8. (b) A limited partnership shall possess and may exercise all the powers and privileges granted by this…
- **§ 17-104. Registered office; registered agent.**: (2) of this title and filing with the Secretary of State a certificate, executed by such registered agent…
- **§ 17-217. Conversion of certain entities to a limited partnership.**: (1) The date on which and jurisdiction where the other entity was first created…
- **§ 17-302. Classes and voting.**: right or power, including voting rights, granted to limited partners as permitted under § 17-303 of this title shall be deemed to…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: (2) limited partners who own more than 50 percent of the then current percentage or other…
- **§ 17-109. Service of process on partners and liquidating trustees [Effective until Aug. 1, 2026].**: Secretary of State the sum of $50 for the use of the State of…
- **§ 17-804. Distribution of assets.**: (3) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not…
- **§ 17-607. Limitations on distribution.**: distribution. (c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership…
- **§ 17-103. Reservation of name.**: (5) Any person intending to organize a foreign limited partnership and intending to have it register in the State of Delaware…
- **§ 17-904. Name; registered office; registered agent.**: (7) of this title and filing with the Secretary of State a certificate, executed by such registered agent…
- **§ 17-403. General powers and liabilities.**: (4) A court grants permission to the judgment creditor to levy execution against the assets of the general partner…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: (3) of this section if it is not to be effective upon the filing of the certificate of…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: default continues to serve process against such…
- **§ 17-102. Name set forth in certificate.**: to comply with this subsection; (4) May contain the following words: “Company,” “Association,” “Club,” “Foundation,”…
- **§ 17-402. Events of withdrawal.**: (10) Unless otherwise provided in the partnership agreement, or with the consent of all partners, in the case of a general…
- **§ 17-103. Reservation of name.**: action taken by the Secretary of State. (c) A fee as set forth in § 17-1107(a) (1) of this title shall be paid at the time of…
- **§ 17-801. Nonjudicial dissolution.**: (4) At the time there are no limited partners; provided, that the limited partnership is not dissolved and is not required…
- **§ 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.**: § 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership…
- **§ 17-1111. Revival of domestic limited partnership.**: (4) or § 17-1110(a) of this title, with the same force and effect and to all intents and purposes as if the…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (2) of this subsection as in effect on July 31, 2015. (c) Except in the case of a merger…
- **§ 17-220. Division of a limited partnership.**: agreement for authorizing a merger or consolidation that involves the limited partnership as a constituent party…
- **§ 17-224. Merger and consolidation of registered series.**: (2) That an agreement of merger or consolidation has been approved and executed by or on behalf of…
- **§ 17-106. Nature of business permitted; powers.**: approval would be required under the partnership agreement (i) for such act or transaction to be validly taken…
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: (9) A certificate of amendment of certificate of registered series or a certificate of correction of…
- **§ 17-305. Access to and confidentiality of information; records.**: acting for the limited partner, to obtain from the general partner the information described…
- **§ 17-101. Definitions [Effective until Aug. 1, 2026].**: (10) “Limited partner” means a person who is admitted to a limited partnership as a limited partner as…
- **§ 17-104. Registered office; registered agent.**: (2) of this title. A change of name of any person acting as a registered agent of a limited partnership as a…
- **§ 17-109. Service of process on partners and liquidating trustees [Effective until Aug. 1, 2026].**: the State of Delaware, or the exclusivity of arbitration in a…
- **§ 17-206. Filing.**: (5) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the date and time…
- **§ 17-806. Revocation of dissolution.**: (3) of this section above and there is no remaining limited partner of the limited partnership, a nominee or designee of…
- **§ 17-217. Conversion of certain entities to a limited partnership.**: (4) The future effective date or time (which shall be a date or time certain) of the…
- **§ 17-214. Limited partnerships as limited liability limited partnerships.**: (1) shall be disregarded. (c) If a statement of cancellation of a statement of…
- **§ 17-302. Classes and voting.**: granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in…
- **§ 17-301. Admission of limited partners.**: (4) In the case of a person being admitted as a partner of a division partnership pursuant to a division approved in…
- **§ 17-910. Service of process on registered foreign limited partnerships [Effective until Aug. 1, 2026].**: being effected pursuant to this subsection, and to pay…
- **§ 17-202. Amendment to certificate [Effective until Aug. 1, 2026].**: (8) of this title, a person not shown on a certificate of registered series as a general…
- **§ 17-303. Liability to third parties.**: (4) To call, request, or attend or participate at a meeting of the partners or the limited partners; (5) To wind up a…
- **§ 17-215. Domestication of non-United States entities.**: (6) That the domestication has been approved in the manner provided for by the document, instrument…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: of the limited partnership from…
- **§ 17-804. Distribution of assets.**: who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be…
- **§ 17-405. Classes and voting.**: or persons authorized to act for a general partner shall be deemed to be written and signed for purposes of this subsection (d).
- **§ 17-210. Restated certificate.**: (3) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the…
- **§ 17-105. Service of process on domestic limited partnerships and protected series or registered series thereof [Effective until Aug. 1, 2026].**: to such limited…
- **§ 17-1112. Revival of registered series.**: partners would have had if its certificate of registered series had at all times remained in full force and effect.
- **§ 17-1107. Fees [Effective until Aug. 1, 2026].**: (5) The Secretary of State may issue photocopies or electronic image copies of instruments on file, as well as…
- **§ 17-113. Document form, signature and delivery.**: (1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: any provision pursuant…
- **§ 17-219. Approval of conversion of a limited partnership.**: 2015. (c) Unless otherwise agreed, the conversion of a domestic limited partnership to another…
- **§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.**: (2) By…
- **§ 17-220. Division of a limited partnership.**: (2) Limited partners who own more than 50% of the then current percentage or other interest in the profits of the…
- **§ 17-224. Merger and consolidation of registered series.**: (7) That a copy of the agreement of merger or consolidation will be furnished by the surviving or…
- **§ 17-210. Restated certificate.**: (5) Any amendment or change effected in connection with the restatement and integration of the certificate of limited…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: assets is objectively…
- **§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.**: a…
- **§ 17-215. Domestication of non-United States entities.**: States entity to the same extent as if the non-United States entity had been formed as a limited…
- **§ 17-106. Nature of business permitted; powers.**: of the notice is not a condition to the effectiveness of such ratification or waiver. The provisions of this…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (5) In the case of a consolidation in which the resulting entity is a domestic limited…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: notice of the limitation on liabilities…
- **§ 17-206. Filing.**: (6) If: a. Together with the actual delivery of a certificate and tender of the required fees, there is delivered to the Secretary of State a…
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: (14) a. Unless otherwise provided in the plan of division or the certificate of division, each certificate…
- **§ 17-303. Liability to third parties.**: (8) To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting…
- **§ 17-217. Conversion of certain entities to a limited partnership.**: converted, and all property, real, personal and mixed, and all debts due to such other…
- **§ 17-1107. Fees [Effective until Aug. 1, 2026].**: (7) Upon the receipt for filing of a certificate under § 17-904(c) of this title, a fee in the amount of $200…
- **§ 17-219. Approval of conversion of a limited partnership.**: entity executed in accordance with § 17-204 of this title shall be filed in the office of the…
- **§ 17-1111. Revival of domestic limited partnership.**: (4) or § 17-1110(a) of this title. After the revival of the limited partnership, the limited partnership…
- **§ 17-904. Name; registered office; registered agent.**: (7) of this title. A change of name of any person acting as a registered agent of a foreign limited…
- **§ 17-104. Registered office; registered agent.**: (2) of this title and filing a certificate with the Secretary of State stating that it resigns and the name and…
- **§ 17-302. Classes and voting.**: a general partner or the limited partnership is a party. A limited partner and any class or group of limited partners have no…
- **§ 17-301. Admission of limited partners.**: making a contribution or being obligated to make a contribution to the limited partnership or without acquiring a…
- **§ 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.**: (5) The…
- **§ 17-101. Definitions [Effective until Aug. 1, 2026].**: (14) “Partnership agreement” means any agreement, written, oral or implied, of the partners as to the…
- **§ 17-214. Limited partnerships as limited liability limited partnerships.**: The status of a limited partnership as a limited liability limited partnership and…
- **§ 17-801. Nonjudicial dissolution.**: the last remaining limited partner to cease to be a limited partner, pursuant to a provision of the partnership agreement…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: to be registered by reason of the failure by the…
- **§ 17-305. Access to and confidentiality of information; records.**: (2) that the information the limited partner seeks is reasonably related to the limited…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: (6) of this section by means of electronic transmission but only as prescribed by the…
- **§ 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.**: (6) That…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (1) A limited partnership…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: 2015. (c) Upon the filing in the office of the Secretary of State of the certificate of…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (1) A limited partnership governed by a…
- **§ 17-217. Conversion of certain entities to a limited partnership.**: entity. When an other entity has been converted to a limited partnership pursuant to this…
- **§ 17-224. Merger and consolidation of registered series.**: (4) of this section shall be deemed to be an amendment to the certificate of registered series of the…
- **§ 17-220. Division of a limited partnership.**: (1) May effect any amendment to the partnership agreement of the dividing partnership if it is a surviving…
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: (14)a. of this section. (b) Unless otherwise provided in the partnership agreement, any person may sign any…
- **§ 17-214. Limited partnerships as limited liability limited partnerships.**: (4) of this title may apply to the Secretary of State for reinstatement after the…
- **§ 17-215. Domestication of non-United States entities.**: States entity continues its existence in the foreign jurisdiction in which it was existing immediately…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: foreign limited partnership thereafter shall not…
- **§ 17-1107. Fees [Effective until Aug. 1, 2026].**: (11) For receiving and filing and/or indexing any certificate, affidavit, agreement or any other paper provided…
- **§ 17-219. Approval of conversion of a limited partnership.**: (6) of this section by means of electronic transmission but only as prescribed by the Secretary of…
- **§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.**: (5) The…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (9) If the surviving or resulting entity is not a domestic limited partnership (including a…
- **§ 17-104. Registered office; registered agent.**: (2) of this title and filing a certificate of resignation with the Secretary of State, but such resignation…
- **§ 17-101. Definitions [Effective until Aug. 1, 2026].**: conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any…
- **§ 17-904. Name; registered office; registered agent.**: (7) of this title and filing a certificate with the Secretary of State stating that it resigns and the…
- **§ 17-206. Filing.**: subsection, an extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military forces…
- **§ 17-210. Restated certificate.**: (2) If a restated certificate of registered series merely restates and integrates but does not further amend the initial…
- **§ 17-303. Liability to third parties.**: other determinations in connection with, contributions; m. The making of, or the making of other determinations in…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: shall not require such limited partnership to wind up its affairs under § 17-803 of this…
- **§ 17-303. Liability to third parties.**: (10) Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in…
- **§ 17-215. Domestication of non-United States entities.**: domestication shall constitute a continuation of the existence of the domesticating non-United States…
- **§ 17-214. Limited partnerships as limited liability limited partnerships.**: (3) of this title shall apply to a limited liability limited partnership. (n) Except…
- **§ 17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.**: as well…
- **§ 17-1107. Fees [Effective until Aug. 1, 2026].**: (2) For all services described in subsection (a) of this section that are requested to be completed within the…
- **§ 17-217. Conversion of certain entities to a limited partnership.**: a change in the law governing, or the domicile of, an other entity to the State of Delaware…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (2) A registered series may…
- **§ 17-220. Division of a limited partnership.**: (1) The terms and conditions of the division, including: a. Any conversion or exchange of the partnership…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (2) A protected series may carry on any…
- **§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.**: (7) That…
- **§ 17-219. Approval of conversion of a limited partnership.**: of its existence as a limited partnership of the State of Delaware pursuant to a certificate of…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: entity at all such addresses furnished by the plaintiff in accordance with the procedures…
- **§ 17-206. Filing.**: (6)c., and any such determination shall be conclusive in the absence of actual fraud. If the Secretary of State establishes the date and time…
- **§ 17-104. Registered office; registered agent.**: and each registered series thereof) for which the resigned registered agent had been acting shall thereafter be…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: (5) of this title) required or permitted by this…
- **§ 17-101. Definitions [Effective until Aug. 1, 2026].**: (18) “Protected series” means a designated series of limited partners, general partners, partnership…
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or…
- **§ 17-210. Restated certificate.**: (3) A restated certificate of registered series shall state, either in its heading or in an introductory paragraph, the name of…
- **§ 17-224. Merger and consolidation of registered series.**: partnership agreement relating to any constituent registered series to the merger or consolidation…
- **§ 17-904. Name; registered office; registered agent.**: (7) of this title and filing a certificate of resignation with the Secretary of State, but such…
- **§ 17-220. Division of a limited partnership.**: (4) Any other matters that the dividing partnership determines to include therein. (h) If a domestic limited…
- **§ 17-222. Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership.**: as well…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (4) A limited partner may…
- **§ 17-204. Execution [Effective until Aug. 1, 2026].**: (2) If a registered series has dissolved and a person not shown on a certificate of registered series as a…
- **§ 17-224. Merger and consolidation of registered series.**: partnership, including a registered series which is not the surviving or resulting registered series…
- **§ 17-104. Registered office; registered agent.**: (2) A registered agent may not perform its duties or functions solely through the use of a virtual office, the…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: registered series, or foreign limited partnership…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: into cash, property, rights or securities of, or interests in, the entity or business form…
- **§ 17-210. Restated certificate.**: (5) Any amendment or change effected in connection with the restatement and integration of a certificate of registered series…
- **§ 17-904. Name; registered office; registered agent.**: legal process against each foreign limited partnership for which the resigned registered agent had been…
- **§ 17-219. Approval of conversion of a limited partnership.**: capacity as such other entity or business form. The rights, privileges, powers and interests in…
- **§ 17-206. Filing.**: certificate of registered series, as applicable, shall be amended, corrected or restated as set forth therein. Upon the filing of a…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (4) A limited partner may possess or…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (4) or subsection (l) of this section shall be deemed to be an amendment to the certificate…
- **§ 17-220. Division of a limited partnership.**: (3) of this section; e. The future effective date or time (which shall be a date or time certain) of the division…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (2) effect the adoption of a new partnership agreement, in either case, for a limited…
- **§ 17-104. Registered office; registered agent.**: (2) A domestic or foreign corporation, a domestic partnership (whether general (including a limited liability…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (5) A partnership agreement…
- **§ 17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.**: or registered series of a domestic limited…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: and shall be the property of such transferred or domesticated or continued entity or…
- **§ 17-206. Filing.**: (4), § 17-112 or § 17-1110 of this title, the certificate of limited partnership or certificate of registered series, as applicable, is…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (5) A partnership agreement may grant…
- **§ 17-104. Registered office; registered agent.**: (2)a. of this section, a “commercial registered agent” shall also include any registered agent which has an…
- **§ 17-206. Filing.**: upon the future effective date or time of a certificate of transfer and domestic continuance, as provided for therein, the limited…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: 2005. (h) When any merger or consolidation shall have become effective under this section…
- **§ 17-220. Division of a limited partnership.**: (3) If the dividing partnership is a surviving partnership, a general partner of the dividing partnership who…
- **§ 17-216. Transfer or continuance of domestic limited partnerships.**: domestic limited partnership shall not have the power to transfer, domesticate or continue…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (6) Section 17-603 of this…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (7) Section 17-602 of this title shall…
- **§ 17-104. Registered office; registered agent.**: is fully authorized to issue such regulations as may be necessary or appropriate to carry out the enforcement of…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: Unless otherwise agreed, a merger or consolidation of a domestic limited partnership…
- **§ 17-220. Division of a limited partnership.**: (5) Subject to this chapter, the Secretary of State shall accept the filing of certificates of amendment of…
- **§ 17-206. Filing.**: (3) of this title shall be paid at the time of the filing of a certificate of limited partnership, a certificate of registered series, a…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (7) Section 17-602 of this…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (11) of this section, and unless…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (3) The general partner has agreed that the creditor need not exhaust the assets of the…
- **§ 17-104. Registered office; registered agent.**: (2) Any 1 or more of the following grounds shall be a sufficient basis to grant an injunction pursuant to this…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (11) of this section, and…
- **§ 17-206. Filing.**: (5) of this title shall be paid for each page copied. (f) Notwithstanding any other provision of this chapter, it shall not be necessary for…
- **§ 17-220. Division of a limited partnership.**: (2) For all purposes of the laws of the State of Delaware, all of the rights, privileges and powers, and all the…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: (7)(A) and (B) of Title 8), of which class there are outstanding shares that, absent §…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (9) Notwithstanding §…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (9) Notwithstanding § 17-607(a) of this…
- **§ 17-220. Division of a limited partnership.**: (4) Each of the debts, liabilities and duties of the dividing partnership shall without further action be…
- **§ 17-104. Registered office; registered agent.**: (3) With respect to any order the court enters pursuant to this section with respect to an entity that has acted…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: limited partnership, or the cancellation of some or all of such shares. The terms and…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: be liable for the amount of the…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: be liable for the amount of…
- **§ 17-220. Division of a limited partnership.**: (7) It shall not be necessary for a plan of division to list each individual asset, property, right, series, debt…
- **§ 17-104. Registered office; registered agent.**: facilitate communication with the domestic and foreign limited partnerships the former registered agent served…
- **§ 17-220. Division of a limited partnership.**: (4) of this section, and against any resulting partnership to which the asset, property, right, series, debt…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (10) Subject to § 17-801 of…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (10) Subject to § 17-801 of this title…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: accept service of process in any such suit or other proceedings, and to specify the address…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (A) if provided for in the partnership…
- **§ 17-211. Merger and consolidation [Effective until Aug. 1, 2026].**: the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of State…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: either (A) if provided for…
- **§ 17-220. Division of a limited partnership.**: party, or the transfer of assets by the dividing partnership to another party, then such restriction, condition or…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (11) Notwithstanding §…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (12) of this section. Unless otherwise…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (12) On application by or…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (11) Notwithstanding § 17-803(a) of…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (2) A certificate of…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: original certificate of limited…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (4) of this section, no…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: provides the manner in which a…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (8) A certificate of…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (10)a. or b. of this section (other…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: series; d. The future…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (3) In the case of termination effected…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (5) Shall not contain the…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (3) of this section and there is no…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (10)a., b., c., or d. of…
- **§ 17-218. Series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: the limited partnership appointed…
- **§ 17-221. Registered series of limited partners, general partners, partnership interests or assets [Effective until Aug. 1, 2026].**: (3) of this section and…

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