Delaware Revised Uniform Partnership Act
Delaware · Commerce and Trade · §§ 6-15-1001 to 6-15-905 · 93 sections
Overview
This act governs partnerships, including those that elect limited liability partnership status, setting out the rules that apply among the partners and the requirements for holding the partnership out publicly. It treats the partnership agreement as the primary source of the partners' rights and obligations, subject to a defined set of nonwaivable provisions, and supplies default rules on matters such as a partner's business dealings with the partnership, indemnification, and the law governing the partnership's internal affairs. It also establishes a public filing regime — statements of partnership existence and of qualification, name requirements and reservation, a registered office and registered agent, service of process, annual reporting and tax obligations, and procedures for correction, cancelation, reinstatement, and revival — along with the terms on which partnerships formed elsewhere may qualify to do business.
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, §§ 15-1001Statement of qualification of a domestic partnership
- Del. Code tit. 6, §§ 15-1002Name
- Del. Code tit. 6, §§ 15-1003Annual report
- Del. Code tit. 6, §§ 15-1004Reinstatement of statement of qualification or statement of foreign qualification
- Del. Code tit. 6, §§ 15-101Definitions
- Del. Code tit. 6, §§ 15-102Knowledge and notice
- Del. Code tit. 6, §§ 15-103Effect of partnership agreement; nonwaivable provisions
- Del. Code tit. 6, §§ 15-104Supplemental principles of law
- Del. Code tit. 6, §§ 15-105Execution, filing and recording of statements and certificates
- Del. Code tit. 6, §§ 15-106Governing law
- Del. Code tit. 6, §§ 15-107Reserved power of State of Delaware to alter or repeal chapter
- Del. Code tit. 6, §§ 15-108Name of partnership
- Del. Code tit. 6, §§ 15-109Reservation of name
- Del. Code tit. 6, §§ 15-110Indemnification
- Del. Code tit. 6, §§ 15-1101Law governing foreign limited liability partnership
- Del. Code tit. 6, §§ 15-1102Statement of foreign qualification
- Del. Code tit. 6, §§ 15-1103Effect of failure to qualify
- Del. Code tit. 6, §§ 15-1104Activities not constituting doing business
- Del. Code tit. 6, §§ 15-1105Foreign limited liability partnerships doing business without having qualified; injunctions
- Del. Code tit. 6, §§ 15-111Registered office; registered agent
- Del. Code tit. 6, §§ 15-112Service of process on partnership filing a statement [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 15-113Service of process on a partnership not filing a statement [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 15-114Service of process on a partner and liquidating trustee [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 15-115Doing business
- Del. Code tit. 6, §§ 15-116Restated statement of partnership existence
- Del. Code tit. 6, §§ 15-117Execution, amendment or cancelation by judicial order
- Del. Code tit. 6, §§ 15-118Statement or certificate of correction; corrected statement or certificate
- Del. Code tit. 6, §§ 15-119Business transactions of partner with the partnership
- Del. Code tit. 6, §§ 15-120No statutory appraisal rights
- Del. Code tit. 6, §§ 15-1201Uniformity of application and construction
- Del. Code tit. 6, §§ 15-1202Short title
- Del. Code tit. 6, §§ 15-1203Severability clause
- Del. Code tit. 6, §§ 15-1204Effective date
- Del. Code tit. 6, §§ 15-1205Repeals
- Del. Code tit. 6, §§ 15-1206Applicability
- Del. Code tit. 6, §§ 15-1207Fees [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 15-1208Annual tax of partnership
- Del. Code tit. 6, §§ 15-1209Cancelation of statement of partnership existence for failure to pay annual tax
- Del. Code tit. 6, §§ 15-121Contested matters relating to partners; contested votes
- Del. Code tit. 6, §§ 15-1210Revival of statement of partnership existence
- Del. Code tit. 6, §§ 15-122Interpretation and enforcement of partnership agreement
- Del. Code tit. 6, §§ 15-123Irrevocable power of attorney or proxy
- Del. Code tit. 6, §§ 15-124Document form, signature and delivery
- Del. Code tit. 6, §§ 15-201Partnership as entity
- Del. Code tit. 6, §§ 15-202Formation of partnership; powers
- Del. Code tit. 6, §§ 15-203Partnership property
- Del. Code tit. 6, §§ 15-204When property is partnership property
- Del. Code tit. 6, §§ 15-205Admission without contribution or partnership interest
- Del. Code tit. 6, §§ 15-206Form of contribution
- Del. Code tit. 6, §§ 15-207Liability for contribution
- Del. Code tit. 6, §§ 15-208Irrevocability of subscription
- Del. Code tit. 6, §§ 15-301Partner agent of partnership
- Del. Code tit. 6, §§ 15-302Transfer of partnership property
- Del. Code tit. 6, §§ 15-303Statement of partnership existence
- Del. Code tit. 6, §§ 15-304Denial of status as partner
- Del. Code tit. 6, §§ 15-305Partnership liable for partner’s actionable conduct
- Del. Code tit. 6, §§ 15-306Partner’s liability
- Del. Code tit. 6, §§ 15-307Actions by and against partnership and partners
- Del. Code tit. 6, §§ 15-308Liability of purported partner
- Del. Code tit. 6, §§ 15-309Limitations on distribution
- Del. Code tit. 6, §§ 15-401Partner’s rights and duties
- Del. Code tit. 6, §§ 15-402Distributions in kind
- Del. Code tit. 6, §§ 15-403Partner’s rights and duties with respect to information
- Del. Code tit. 6, §§ 15-404General standards of partner’s conduct
- Del. Code tit. 6, §§ 15-405Actions by partnership and partners; derivative actions
- Del. Code tit. 6, §§ 15-406Continuation of partnership beyond definite term or particular undertaking
- Del. Code tit. 6, §§ 15-407Classes and voting
- Del. Code tit. 6, §§ 15-408Remedies for breach of partnership agreement
- Del. Code tit. 6, §§ 15-409Reliance on reports and information by partner or liquidating trustee
- Del. Code tit. 6, §§ 15-501Partner not co-owner of partnership property
- Del. Code tit. 6, §§ 15-502Partner’s economic interest in partnership; personal property
- Del. Code tit. 6, §§ 15-503Transfer of partner’s economic interest
- Del. Code tit. 6, §§ 15-504Partner’s economic interest subject to charging order
- Del. Code tit. 6, §§ 15-601Events causing partner’s dissociation
- Del. Code tit. 6, §§ 15-602Partner’s power to dissociate; wrongful dissociation
- Del. Code tit. 6, §§ 15-603Effect of partner’s dissociation
- Del. Code tit. 6, §§ 15-701Purchase of dissociated partner’s partnership interest
- Del. Code tit. 6, §§ 15-702Dissociated partner’s power to bind and liability to partnership
- Del. Code tit. 6, §§ 15-703Dissociated partner’s liability to other persons
- Del. Code tit. 6, §§ 15-704Statement of dissociation
- Del. Code tit. 6, §§ 15-705Continued use of partnership name
- Del. Code tit. 6, §§ 15-801Events causing dissolution and winding up of partnership business or affairs
- Del. Code tit. 6, §§ 15-802Partnership continues after dissolution
- Del. Code tit. 6, §§ 15-803Right to wind up partnership business or affairs
- Del. Code tit. 6, §§ 15-804Partner’s power to bind partnership after dissolution
- Del. Code tit. 6, §§ 15-805Statement of dissolution
- Del. Code tit. 6, §§ 15-806Partner’s liability to other partners after dissolution
- Del. Code tit. 6, §§ 15-807Settlement of accounts and contributions among partners
- Del. Code tit. 6, §§ 15-901Conversion of certain entities to a domestic partnership
- Del. Code tit. 6, §§ 15-902Merger or consolidation [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 15-903Approval of conversion of a domestic partnership
- Del. Code tit. 6, §§ 15-904Domestication of non-United States entities
- Del. Code tit. 6, §§ 15-905Transfer or continuance of domestic partnerships
Enacted in other states
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