Delaware Revised Uniform Limited Partnership Act
Delaware · Commerce and Trade · §§ 6-17-1001 to 6-17-912 · 111 sections
Overview
This act supplies the statutory framework for limited partnerships, covering how one is formed by filing a certificate with the state filing office, how it is named and kept in good standing through required records, annual reports, and a registered agent and office, and how it is dissolved and terminated. It defines two classes of partners: general partners, who act as agents of the partnership and bear responsibility for its obligations, and limited partners, who have no power to bind the partnership and are not personally liable for its debts, but who hold information rights and certain approval rights. It also makes the partnership agreement the primary source of internal governance, subject to provisions that cannot be waived, and addresses service of process, liability for false information in filed records, and actions brought by and against the partnership and its partners.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
Sections covered
- Del. Code tit. 6, §§ 17-1001Right to bring action
- Del. Code tit. 6, §§ 17-1002Proper plaintiff
- Del. Code tit. 6, §§ 17-1003Complaint
- Del. Code tit. 6, §§ 17-1004Expenses
- Del. Code tit. 6, §§ 17-101Definitions [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-102Name set forth in certificate
- Del. Code tit. 6, §§ 17-103Reservation of name
- Del. Code tit. 6, §§ 17-104Registered office; registered agent
- Del. Code tit. 6, §§ 17-105Service of process on domestic limited partnerships and protected series or registered series thereof [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-106Nature of business permitted; powers
- Del. Code tit. 6, §§ 17-107Business transactions of partner with the partnership
- Del. Code tit. 6, §§ 17-108Indemnification
- Del. Code tit. 6, §§ 17-109Service of process on partners and liquidating trustees [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-110Contested matters relating to general partners; contested votes
- Del. Code tit. 6, §§ 17-1101Construction and application of chapter and partnership agreement
- Del. Code tit. 6, §§ 17-1102Short title
- Del. Code tit. 6, §§ 17-1103Severability
- Del. Code tit. 6, §§ 17-1104Effective date and extended effective date
- Del. Code tit. 6, §§ 17-1105Cases not provided for in this chapter
- Del. Code tit. 6, §§ 17-1106Prior law
- Del. Code tit. 6, §§ 17-1107Fees [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-1108Reserved power of State of Delaware to alter or repeal chapter
- Del. Code tit. 6, §§ 17-1109Annual tax of domestic limited partnership and foreign limited partnership and registered series
- Del. Code tit. 6, §§ 17-111Interpretation and enforcement of partnership agreement
- Del. Code tit. 6, §§ 17-1110Cancellation of certificate of limited partnership or certificate of registered series for failure to pay annual tax
- Del. Code tit. 6, §§ 17-1111Revival of domestic limited partnership
- Del. Code tit. 6, §§ 17-1112Revival of registered series
- Del. Code tit. 6, §§ 17-112Judicial cancellation of certificate of limited partnership; proceedings
- Del. Code tit. 6, §§ 17-113Document form, signature and delivery
- Del. Code tit. 6, §§ 17-1201Law applicable to statutory public benefit limited partnerships; how formed
- Del. Code tit. 6, §§ 17-1202Statutory public benefit limited partnership defined; contents of certificate of limited partnership and partnership agreement
- Del. Code tit. 6, §§ 17-1203Certain amendments and mergers; votes required [Repealed]
- Del. Code tit. 6, §§ 17-1204Duties of general partners or other persons
- Del. Code tit. 6, §§ 17-1205Periodic statements and third-party certification
- Del. Code tit. 6, §§ 17-1206Derivative suits
- Del. Code tit. 6, §§ 17-1207No effect on other limited partnerships
- Del. Code tit. 6, §§ 17-1208Accomplishment by other means
- Del. Code tit. 6, §§ 17-201Certificate of limited partnership
- Del. Code tit. 6, §§ 17-202Amendment to certificate [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-203Cancellation of certificate
- Del. Code tit. 6, §§ 17-204Execution [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-205Execution, amendment or cancellation by judicial order
- Del. Code tit. 6, §§ 17-206Filing
- Del. Code tit. 6, §§ 17-207Liability for false statement [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-208Notice [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-209Delivery of certificates to limited partners
- Del. Code tit. 6, §§ 17-210Restated certificate
- Del. Code tit. 6, §§ 17-211Merger and consolidation [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-212No statutory appraisal rights
- Del. Code tit. 6, §§ 17-213Certificate of correction
- Del. Code tit. 6, §§ 17-214Limited partnerships as limited liability limited partnerships
- Del. Code tit. 6, §§ 17-215Domestication of non-United States entities
- Del. Code tit. 6, §§ 17-216Transfer or continuance of domestic limited partnerships
- Del. Code tit. 6, §§ 17-217Conversion of certain entities to a limited partnership
- Del. Code tit. 6, §§ 17-218Series of limited partners, general partners, partnership interests or assets [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-219Approval of conversion of a limited partnership
- Del. Code tit. 6, §§ 17-220Division of a limited partnership
- Del. Code tit. 6, §§ 17-221Registered series of limited partners, general partners, partnership interests or assets [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-222Approval of conversion of a protected series of a domestic limited partnership to a registered series of such domestic limited partnership
- Del. Code tit. 6, §§ 17-223Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership
- Del. Code tit. 6, §§ 17-224Merger and consolidation of registered series
- Del. Code tit. 6, §§ 17-301Admission of limited partners
- Del. Code tit. 6, §§ 17-302Classes and voting
- Del. Code tit. 6, §§ 17-303Liability to third parties
- Del. Code tit. 6, §§ 17-304Person erroneously believing himself or herself limited partner
- Del. Code tit. 6, §§ 17-305Access to and confidentiality of information; records
- Del. Code tit. 6, §§ 17-306Remedies for breach of partnership agreement by limited partner
- Del. Code tit. 6, §§ 17-401Admission of general partners
- Del. Code tit. 6, §§ 17-402Events of withdrawal
- Del. Code tit. 6, §§ 17-403General powers and liabilities
- Del. Code tit. 6, §§ 17-404Contributions by a general partner
- Del. Code tit. 6, §§ 17-405Classes and voting
- Del. Code tit. 6, §§ 17-406Remedies for breach of partnership agreement by general partner
- Del. Code tit. 6, §§ 17-407Reliance on reports and information by limited partners, liquidating trustees, and general partners
- Del. Code tit. 6, §§ 17-501Form of contribution
- Del. Code tit. 6, §§ 17-502Liability for contribution
- Del. Code tit. 6, §§ 17-503Allocation of profits and losses
- Del. Code tit. 6, §§ 17-504Allocation of distributions
- Del. Code tit. 6, §§ 17-505Defense of usury not available
- Del. Code tit. 6, §§ 17-506Irrevocability of subscription
- Del. Code tit. 6, §§ 17-601Interim distributions
- Del. Code tit. 6, §§ 17-602Withdrawal of general partner and assignment of general partner’s partnership interest
- Del. Code tit. 6, §§ 17-603Withdrawal of limited partner
- Del. Code tit. 6, §§ 17-604Distribution upon withdrawal
- Del. Code tit. 6, §§ 17-605Distribution in kind
- Del. Code tit. 6, §§ 17-606Right to distribution
- Del. Code tit. 6, §§ 17-607Limitations on distribution
- Del. Code tit. 6, §§ 17-608Liability upon return of contribution
- Del. Code tit. 6, §§ 17-701Nature of partnership interest
- Del. Code tit. 6, §§ 17-702Assignment of partnership interest
- Del. Code tit. 6, §§ 17-703Partner’s partnership interest subject to charging order
- Del. Code tit. 6, §§ 17-704Right of assignee to become limited partner
- Del. Code tit. 6, §§ 17-705Powers of estate of deceased or incompetent partner
- Del. Code tit. 6, §§ 17-801Nonjudicial dissolution
- Del. Code tit. 6, §§ 17-802Judicial dissolution
- Del. Code tit. 6, §§ 17-803Winding up
- Del. Code tit. 6, §§ 17-804Distribution of assets
- Del. Code tit. 6, §§ 17-805Trustees or receivers for limited partnerships; appointment; powers; duties
- Del. Code tit. 6, §§ 17-806Revocation of dissolution
- Del. Code tit. 6, §§ 17-901Law governing
- Del. Code tit. 6, §§ 17-902Registration required; application [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-903Issuance of registration
- Del. Code tit. 6, §§ 17-904Name; registered office; registered agent
- Del. Code tit. 6, §§ 17-905Amendments to application
- Del. Code tit. 6, §§ 17-906Cancellation of registration
- Del. Code tit. 6, §§ 17-907Doing business without registration
- Del. Code tit. 6, §§ 17-908Foreign limited partnerships doing business without having qualified; injunctions
- Del. Code tit. 6, §§ 17-909Execution; liability
- Del. Code tit. 6, §§ 17-910Service of process on registered foreign limited partnerships [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-911Service of process on unregistered foreign limited partnerships [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 17-912Activities not constituting doing business
Enacted in other states
Florida, Kentucky, Maryland, Missouri, North Carolina, Virginia
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