reglab/housing_qa huggingface dataset:
6 DE Code § 17-701. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VII. Assignment of Partnership Interests|§ 17-701. Nature of partnership interest.

§ 17-701. Nature of partnership interest. A partnership interest is personal property. A partner has no interest in specific limited partnership property. 6 Del. C. 1953, §  1718;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-702. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VII. Assignment of Partnership Interests|§ 17-702. Assignment of partnership interest.

§ 17-702. Assignment of partnership interest. (a) Unless otherwise provided in the partnership agreement:  (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner; (3) An assignment of a partnership interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and (4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of its partnership interests. Unless otherwise provided in a partnership agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the partnership interest of a partner shall not cause the partner to cease to be a partner or to have the power to exercise any rights or powers of a partner. (b) Unless otherwise provided in a partnership agreement, a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership. A partnership agreement may provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. A limited partnership shall not have the power to issue a certificate of partnership interest in bearer form. (c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment. (d) Unless otherwise provided in the partnership agreement, a limited partnership may acquire, by purchase, redemption or otherwise, any partnership interest or other interest of a partner in the limited partnership. Unless otherwise provided in the partnership agreement, any such interest so acquired by the limited partnership shall be deemed canceled. 6 Del. C. 1953, §  1719;  59 Del. Laws, c. 105, §  1;  59 Del. Laws, c. 442, §  2;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  57;  67 Del. Laws, c. 348, §  22;  69 Del. Laws, c. 258, §§  39, 40;  70 Del. Laws, c. 186, §  1;  73 Del. Laws, c. 73, §  26;  76 Del. Laws, c. 104, §  34;
6 DE Code § 17-703. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VII. Assignment of Partnership Interests|§ 17-703. Partner's partnership interest subject to charging order.

§ 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 having jurisdiction may charge the partnership interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such partnership interest. (b) A charging order constitutes a lien on the judgment debtor's partnership interest. (c) This chapter does not deprive a partner or partner's assignee of a right under exemption laws with respect to the judgment debtor's partnership interest. (d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of a partner's assignee may satisfy a judgment out of the judgment debtor's partnership interest and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor. (e) No creditor of a partner or of a partner's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited partnership. (f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order. 6 Del. C. 1953, §  1722;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 386, §  23;  75 Del. Laws, c. 31, §§  10-16;  79 Del. Laws, c. 73, §  9;
6 DE Code § 17-704. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VII. Assignment of Partnership Interests|§ 17-704. Right of assignee to become limited partner.

§ 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 partner:  (1) As provided in the partnership agreement; or (2) Unless otherwise provided in the partnership agreement, upon the vote or consent of all partners. (b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his or her assignor to make contributions as provided in § 17-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 17-502 of this title, unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the partnership agreement. (c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from liability to the limited partnership under subchapters V and VI of this chapter. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  58, 59;  70 Del. Laws, c. 186, §  1;  77 Del. Laws, c. 288, §  24;  80 Del. Laws, c. 269, § 8;
6 DE Code § 17-705. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VII. Assignment of Partnership Interests|§ 17-705. Powers of estate of deceased or incompetent partner.

§ 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 to be incompetent to manage the partner's person or property, the partner's personal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power under the partnership agreement of an assignee to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its personal representative. 6 Del. C. 1953, §  1721;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 78, §  38;
6 DE Code § 17-802. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VIII. Dissolution|§ 17-802. Judicial dissolution.

§ 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 reasonably practicable to carry on the business in conformity with the partnership agreement. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-803. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VIII. Dissolution|§ 17-803. Winding up.

§ 17-803. Winding up. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person approved by the limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners may wind up the limited partnership's affairs; but the Court of Chancery, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, the partner's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. 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, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015. (b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 17-203 of this title, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  60, 61;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 78, §  42;  80 Del. Laws, c. 44, §  12;
6 DE Code § 17-805. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter VIII. Dissolution|§ 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties.

§ 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties. When the certificate of limited partnership of any limited partnership formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 17-203 of this title, the Court of Chancery, on application of any creditor or partner of the limited partnership, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the general partners of the limited partnership to be trustees, or appoint 1 or more persons to be receivers, of and for the limited partnership, to take charge of the limited partnership's property, and to collect the debts and property due and belonging to the limited partnership, with the power to prosecute and defend, in the name of the limited partnership, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited partnership, if in being, that may be necessary for the final settlement of the unfinished business of the limited partnership. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid. 74 Del. Laws, c. 104, §  18;
6 DE Code § 17-901. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-901. Law governing.

§ 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 country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and (2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of the State of Delaware. (b) A foreign limited partnership shall be subject to § 17-106 of this title. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-902. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-902. Registration required; application.

§ 17-902. Registration required; application. Before doing business in the State of Delaware, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State:  (1) A copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:  a. The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in the State of Delaware; b. The state, territory, possession or other jurisdiction or country where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization; c. The nature of the business or purposes to be conducted or promoted in the State of Delaware; d. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-904(b) of this title; e. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process under the circumstances set forth in § 17-910(b) of this title; f. The name and business, residence or mailing addresses of each of the general partners; and g. The date on which the foreign limited partnership first did, or intends to do, business in the State of Delaware. (2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto. (3) A fee as set forth in § 17-1107(a)(6) of this title shall be paid.63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  65;  69 Del. Laws, c. 258, §§  43, 44;  75 Del. Laws, c. 31, §  18;  77 Del. Laws, c. 288, §  25;  81 Del. Laws, c. 88, § 15;
6 DE Code § 17-903. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-903. Issuance of registration.

§ 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 paid, the Secretary shall:  (1) Certify that the application has been filed in the Secretary's office by endorsing upon the original application the word “Filed,” and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud; (2) File and index the endorsed application. (b) The Secretary of State shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application. (c) The filing of the application with the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  45;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-905. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-905. Amendments to application.

§ 17-905. Amendments to application. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, executed by a general partner, correcting such statement, together with a fee as set forth in § 17-1107(a)(6) of this title. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-906. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-906. Cancellation of registration.

§ 17-906. Cancellation of registration. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation executed by a general partner, together with a fee as set forth in § 17-1107(a)(6) of this title. The registration of a foreign limited partnership shall be canceled as provided in §§ 17-104(i)(4), 17-904(e) and 17-1109(g) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the doing of business in the State of Delaware. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  75 Del. Laws, c. 414, §  42;  76 Del. Laws, c. 104, §  38;
6 DE Code § 17-907. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-907. Doing business without registration.

§ 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 proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered. (b) The failure of a foreign limited partnership to register in the State of Delaware does not impair:  (1) The validity of any contract or act of the foreign limited partnership; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware. (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership's having done business in the State of Delaware without registration. (d) Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 78, §  24;
6 DE Code § 17-908. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-908. Foreign limited partnerships doing business without having qualified; injunctions.

§ 17-908. Foreign limited partnerships doing business without having qualified; injunctions. The Court of Chancery shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited partnership has failed to register under this subchapter or if such foreign limited partnership has secured a certificate of the Secretary of State under § 17-903 of this title on the basis of false or misleading representations. The Attorney General shall, upon the Attorney General's own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 17-909. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-909. Execution; liability.

§ 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 limited partnerships. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  77 Del. Laws, c. 288, §  6;
6 DE Code § 17-912. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter IX. Foreign Limited Partnerships|§ 17-912. Activities not constituting doing business.

§ 17-912. Activities not constituting doing business. (a) Activities of a foreign limited partnership in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:  (1) Maintaining, defending or settling an action or proceeding; (2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange or registration of the limited partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts; (7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; (8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property; (9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (10) Conducting an isolated transaction that is not one in the course of similar transactions; (11) Doing business in interstate commerce; and (12) Doing business in the State of Delaware as an insurance company. (b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a partner of a domestic limited partnership or a foreign limited partnership. (c) This section does not apply in determining whether a foreign limited partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware. 75 Del. Laws, c. 31, §  19;
6 DE Code § 17-1001. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter X. Derivative Actions|§ 17-1001. Right to bring action.

§ 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 limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. 6 Del. C. 1953, §  1732;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  71 Del. Laws, c. 340, §  17;