reglab/housing_qa huggingface dataset:
6 DE Code § 15-1202. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1202. Short title.

§ 15-1202. Short title. This chapter may be cited as the “Delaware Revised Uniform Partnership Act.” 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1203. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1203. Severability clause.

§ 15-1203. Severability clause. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1204. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1204. Effective date.

§ 15-1204. Effective date. This chapter takes effect January 1, 2000. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1205. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1205. Repeals.

§ 15-1205. Repeals. Except with respect to limited partnerships (see 6 Del. C. § 17-1105), effective January 1, 2002, the Delaware Uniform Partnership Law, 6 Del. C. §§ 1501-1553 is repealed. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1206. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1206. Applicability.

§ 15-1206. Applicability. (a) Before January 1, 2002, this chapter governs only a partnership formed:  (1) After the effective date of this chapter, except a partnership that is continuing the business of a dissolved partnership under 6 Del. C. § 1541; and (2) Before the effective date of this chapter, that elects, as provided by subsection (c) of this section, to be governed by this chapter. (b) On and after January 1, 2002, this chapter governs all partnerships. (c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within 1 year before the partnership's election to be governed by this chapter only if the third party knows or has received a notification of the partnership's election to be governed by this chapter. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1209. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1209. Cancelation of statement of partnership existence for failure to pay annual tax.

§ 15-1209. Cancelation of statement of partnership existence for failure to pay annual tax. (a) The statement of partnership existence of a partnership shall be canceled if the partnership shall fail to pay the annual tax due under § 15-1208 of this title for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date. (b) A list of those partnerships whose statement of partnership existence were canceled on June 1 of such calendar year pursuant to § 15-1209(a) of this title shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware. (c) A partnership whose statement of partnership existence has been canceled and has not been revived pursuant to § 15-1210 of this title shall be deemed, from the date such cancellation became effective, to be a partnership that has not filed a statement of partnership existence. 72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 296, §  9;  75 Del. Laws, c. 50, §  38;  76 Del. Laws, c. 106, §  21;
6 DE Code § 15-1210. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1210. Revival of statement of partnership existence.

§ 15-1210. Revival of statement of partnership existence. (a) A statement of partnership existence that has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) or § 15-1209(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival accompanied by the payment of the fee required by § 15-1207 of this title and payment of the annual tax due under § 15-1208 of this title and all penalties and interest thereon due at the time of the cancellation of its statement of partnership existence. The certificate of revival shall set forth:  (1) The name of the partnership at the time its statement of partnership existence was canceled and, if such name is not available at the time of revival, the name under which the partnership is to be revived; (2) The date of filing of the original statement of partnership existence of the partnership; (3) The address of the partnership's registered office in the State of Delaware and the name and address of the partnership's registered agent in the State of Delaware; (4) A statement that the certificate of revival is filed by 1 or more partners of the partnership authorized to execute and file the certificate of revival to revive the partnership; and (5) Any other matters the partner or partners executing the certificate of revival determine to include therein. (b) The certificate of revival shall be deemed to be an amendment to the statement of partnership existence of the partnership, and the partnership shall not be required to take any further action to amend its statement of partnership existence under § 15-105 of this title with respect to the matters set forth in the certificate of revival. (c) Upon the filing of a certificate of revival, the statement of partnership existence of the partnership shall be revived with the same force and effect as if its statement of partnership existence had not been canceled pursuant to § 15-111(d) or § 15-111(i)(4) or § 15-1209(a) of this title. 72 Del. Laws, c. 151, §  1;  75 Del. Laws, c. 50, §§  39-41;  75 Del. Laws, c. 416, §§  35, 36;  77 Del. Laws, c. 78, §  13;
6 DE Code § 17-103. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter I. General Provisions|§ 17-103. Reservation of name.

§ 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 under this chapter and to adopt that name; (2) Any person intending to form a registered series of a limited partnership under this chapter and to adopt that name in accordance with § 17-221(e) of this title; (3) Any domestic limited partnership or any foreign limited partnership registered in the State of Delaware which, in either case, proposes to change its name; (4) Any foreign limited partnership intending to register in the State of Delaware and adopt that name; and (5) Any person intending to organize a foreign limited partnership and intending to have it register in the State of Delaware and adopt that name. (b) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, the Secretary shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee. Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this subsection does not conform to law, upon receipt of all filing fees required by law, the Secretary shall prepare and return to the person who filed such instrument a copy of the filed instrument with a notation thereon of the 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 the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation. 6 Del. C. 1953, §  1705;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  3;  70 Del. Laws, c. 186, §  1;  82 Del. Laws, c. 46, § 3;
6 DE Code § 17-107. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter I. General Provisions|§ 17-107. Business transactions of partner with the partnership.

§ 17-107. Business transactions of partner with the partnership. Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. 6 Del. C. 1953, §  1713;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  5;  69 Del. Laws, c. 258, §  4;
6 DE Code § 17-108. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter I. General Provisions|§ 17-108. Indemnification.

§ 17-108. Indemnification. Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. 65 Del. Laws, c. 188, §  1;
6 DE Code § 17-111. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter I. General Provisions|§ 17-111. Interpretation and enforcement of partnership agreement.

§ 17-111. Interpretation and enforcement of partnership agreement. Any action to interpret, apply or enforce the provisions of a partnership agreement, or the duties, obligations or liabilities of a limited partnership to the partners of the limited partnership, or the duties, obligations or liabilities among partners or of partners to the limited partnership, or the rights or powers of, or restrictions on, the limited partnership or partners, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, may be brought in the Court of Chancery. 69 Del. Laws, c. 258, §  6;  77 Del. Laws, c. 69, §  1;
6 DE Code § 17-112. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter I. General Provisions|§ 17-112. Judicial cancellation of certificate of limited partnership; proceedings.

§ 17-112. Judicial cancellation of certificate of limited partnership; proceedings. (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to cancel the certificate of limited partnership of any domestic limited partnership for abuse or misuse of its limited partnership powers, privileges or existence. The Attorney General shall proceed for this purpose in the Court of Chancery. (b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any domestic limited partnership whose certificate of limited partnership shall be canceled by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its partners and creditors. 82 Del. Laws, c. 46, § 6;
6 DE Code § 17-201. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-201. Certificate of limited partnership.

§ 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) must execute a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth:  (1) The name of the limited partnership; (2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-104 of this title; (3) The name and the business, residence or mailing address of each general partner; and (4) Any other matters the partners determine to include therein. (b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited partnership's certificate of limited partnership. (c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title. (d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the partnership agreement. (e) A certificate of limited partnership substantially complies with § 17-201(a)(2) of this title if it contains the name of the registered agent and the address of the registered office even if the certificate of limited partnership does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent. 6 Del. C. 1953, §  1702;  59 Del. Laws, c. 105, §  1;  59 Del. Laws, c. 422, §  4;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  67 Del. Laws, c. 348, §  7;  76 Del. Laws, c. 104, §  10;  78 Del. Laws, c. 272, §  2;  81 Del. Laws, c. 88, § 7;
6 DE Code § 17-205. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-205. Execution, amendment or cancellation by judicial order.

§ 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 refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate. (b) If a person required to execute a partnership agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the partnership agreement or amendment thereof. If the Court finds that the partnership agreement or amendment thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-207. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-207. Liability for false statement.

§ 17-207. Liability for false statement. (a) If any certificate authorized to be filed under this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:  (1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and (2) Any general partner that filed the certificate, who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend, correct or cancel the certificate, or to file a petition for its amendment, correction or cancellation, before the statement was reasonably relied upon. (b) No general partner shall have any liability for failing to cause the amendment, correction or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction or cancellation pursuant to subsection (a) of this section if the certificate of amendment, certificate of correction, certificate of cancellation or petition is filed within 90 days of when that general partner knew or should have known to the extent provided in subsection (a) of this section that the statement in the certificate was false in any material respect. 6 Del. C. 1953, §  1706;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §§  13-15;  70 Del. Laws, c. 78, §  15;  70 Del. Laws, c. 362, §  7;  71 Del. Laws, c. 78, §  13;  74 Del. Laws, c. 104, §  12;  76 Del. Laws, c. 104, §  17;  82 Del. Laws, c. 46, § 11;
6 DE Code § 17-208. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-208. Notice.

§ 17-208. Notice. The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 17-201(a)(1)-(3) or § 17-1202 of this title and by § 17-202(f) of this title and which are permitted to be set forth in a certificate of limited partnership by § 17-218(b) or § 17-221(b) of this title. The fact that a certificate of registered series is on file in the office of the Secretary of State is notice that the registered series named in such certificate of registered series has been formed pursuant to § 17-221 of this title and is notice of all other facts set forth therein which are required to be set forth in a certificate of registered series by § 17-221(d) of this title. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  17;  70 Del. Laws, c. 362, §  8;  82 Del. Laws, c. 46, § 12;
6 DE Code § 17-209. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-209. Delivery of certificates to limited partners.

§ 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 “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires. 63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
6 DE Code § 17-212. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 17. Limited Partnerships|Subchapter II. Formation; Certificate of Limited Partnership|§ 17-212. No statutory appraisal rights.

§ 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 a plan of division, no appraisal rights shall be available with respect to a partnership interest or another interest in a limited partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership's assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division. 69 Del. Laws, c. 258, §  19;  73 Del. Laws, c. 297, §  5;  76 Del. Laws, c. 104, §  22;  77 Del. Laws, c. 288, §  18;  82 Del. Laws, c. 46, § 15;  82 Del. Laws, c. 258, § 5;