reglab/housing_qa huggingface dataset:
6 DE Code § 17-213. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-213. Certificate of correction.

§ 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 chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed except as to those persons who are substantially and adversely affected by the correction, and as to those persons, the certificate of correction shall be effective from the filing date. (b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary of State for a certificate of correction as prescribed by § 17-1107 of this title shall be paid to and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed except as to those persons who are substantially and adversely affected by the correction and, as to those persons, the certificate as corrected shall be effective from the filing date. 69 Del. Laws, c. 258, §  20;  71 Del. Laws, c. 78, §  14;  81 Del. Laws, c. 356, § 3;
6 DE Code § 17-304. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter III. Limited Partners|§ 17-304. Person erroneously believing himself or herself limited partner.

§ 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 contribution to a partnership and erroneously but in good faith believes that he or she has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake:  (1) In the case of a person who wishes to be a limited partner, he or she causes an appropriate certificate to be executed and filed; or (2) In the case of a person who wishes to withdraw from the partnership, that person takes such action as may be necessary to withdraw. (b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:  (1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to the person as a general partner; and (2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.6 Del. C. 1953, §  1711;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-306. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter III. Limited Partners|§ 17-306. Remedies for breach of partnership agreement by limited partner.

§ 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 in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences; and (2) At the time or upon the happening of events specified in the partnership agreement, a limited partner shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title. 67 Del. Laws, c. 348, §  18;  73 Del. Laws, c. 73, §  21;
6 DE Code § 17-401. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IV. General Partners|§ 17-401. Admission of general partners.

§ 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 a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a general partner of the limited partnership without acquiring a partnership interest in the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted as the sole general partner of a limited partnership without making a contribution or being obligated to make a contribution to the limited partnership or without acquiring a partnership interest in the limited partnership. Nothing contained in this subsection shall affect the first sentence of § 17-403(b) of this title. (b) After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the consent of each partner. (c) Unless otherwise provided in a partnership agreement or another agreement, a general partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a limited partnership. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  37;  67 Del. Laws, c. 348, §  19;  69 Del. Laws, c. 258, §  32;  71 Del. Laws, c. 78, §  35;  73 Del. Laws, c. 297, §  8;  80 Del. Laws, c. 269, § 5;
6 DE Code § 17-404. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IV. General Partners|§ 17-404. Contributions by a general partner.

§ 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 profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-406. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IV. General Partners|§ 17-406. Remedies for breach of partnership agreement by general partner.

§ 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 in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in the partnership agreement, a general partner shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title. 67 Del. Laws, c. 348, §  20;  73 Del. Laws, c. 73, §  25;
6 DE Code § 17-501. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter V. Finance|§ 17-501. Form of contribution.

§ 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 contribute cash or property or to perform services. 6 Del. C. 1953, §  1704;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-502. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter V. Finance|§ 17-502. Liability for contribution.

§ 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 promise to contribute cash or property or to perform services, even if that partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made. (2) The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law. (b) (1) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return. (2) A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs. (c) A partnership agreement may provide that the interest of any partner who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting partner's proportionate interest in the limited partnership, subordinating the partnership interest to that of nondefaulting partners, a forced sale of his or her partnership interest, forfeiture of that partnership interest, the lending by other partners of the amount necessary to meet his or her commitment, a fixing of the value of that partnership interest by appraisal or by formula and redemption or sale of the partnership interest at such value, or other penalty or consequence. 6 Del. C. 1953, §  1717;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  46-49;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-503. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter V. Finance|§ 17-503. Allocation of profits and losses.

§ 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 of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned. 6 Del. C. 1953, §  1723;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-504. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter V. Finance|§ 17-504. Allocation of distributions.

§ 17-504. Allocation of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned. 6 Del. C. 1953, §  1723;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-505. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter V. Finance|§ 17-505. Defense of usury not available.

§ 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 partnership, arising under the partnership agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a partner, shall be subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action. 69 Del. Laws, c. 258, §  35;  78 Del. Laws, c. 272, §  7;
6 DE Code § 17-601. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-601. Interim distributions.

§ 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 partnership agreement, a partner is entitled to receive from a limited partnership distributions before withdrawing from the limited partnership and before the dissolution and winding up thereof. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  50;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-602. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-602. Withdrawal of general partner and assignment of general partner's partnership interest.

§ 17-602. Withdrawal of general partner and assignment of general partner's partnership interest. (a) A general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. A partnership agreement may provide that a general partner shall not have the right to withdraw as a general partner of a limited partnership. Notwithstanding that a partnership agreement provides that a general partner does not have the right to withdraw as a general partner of a limited partnership, a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal of a general partner violates a partnership agreement, in addition to any remedies otherwise available under applicable law, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner. (b) Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a general partner may not assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited partnership. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  51;  67 Del. Laws, c. 348, §  21;
6 DE Code § 17-603. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-603. Withdrawal of limited partner.

§ 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 in the partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership. Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partnership interest may not be assigned prior to the dissolution and winding up of the limited partnership. Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section as in effect on July 31, 1996. 6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  52;  69 Del. Laws, c. 258, §  36;  70 Del. Laws, c. 362, §  16;  80 Del. Laws, c. 44, §  10;
6 DE Code § 17-604. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-604. Distribution upon withdrawal.

§ 17-604. Distribution upon withdrawal. Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which such partner is entitled under a partnership agreement and, if not otherwise provided in a partnership agreement, such partner is entitled to receive, within a reasonable time after withdrawal, the fair value of such partner's partnership interest in the limited partnership as of the date of withdrawal based upon such partner's right to share in distributions from the limited partnership. 6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  71 Del. Laws, c. 340, §  15;  72 Del. Laws, c. 128, §  12;
6 DE Code § 17-605. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-605. Distribution in kind.

§ 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 right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership. Except as provided in the partnership agreement, a partner may be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership. 6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  37;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-606. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-606. Right to distribution.

§ 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 partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. (b) A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership. 6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  53, 54;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-607. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-607. Limitations on distribution.

§ 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, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (a), the term “distribution” shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. (b) A limited partner who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a limited partner under an agreement or other applicable law for the amount of a distribution. (c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution. 6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  55;  69 Del. Laws, c. 258, §  38;  72 Del. Laws, c. 386, §  22;
6 DE Code § 17-608. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VI. Distributions and Withdrawal|§ 17-608. Liability upon return of contribution.

§ 17-608. Liability upon return of contribution. Repealed by 66 Del. Laws, c. 316, § 56, eff. Sept. 1, 1988.