reglab/housing_qa huggingface dataset:
6 DE Code § 15-703. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VII. Partner’s Dissociation When Business or Affairs Not Wound Up|§ 15-703. Dissociated partner's liability to other persons.

§ 15-703. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section. (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter IX of this chapter, within 1 year after the partner's dissociation, only if the partner is liable for the obligation under § 15-306 of this title and at the time of entering into the transaction the other party:  (1) Reasonably believed that the dissociated partner was then a partner and reasonably relied on such belief in entering into the transaction;  (2) Did not have notice of the partner's dissociation; and  (3) Is not deemed to have had knowledge under § 15-303(c) of this title or notice under § 15-704(c) of this title.  (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-704. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VII. Partner’s Dissociation When Business or Affairs Not Wound Up|§ 15-704. Statement of dissociation.

§ 15-704. Statement of dissociation. (a) A dissociated partner or, after the filing by the partnership of a statement of partnership existence, the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 15-303(b) and (c) of this title. (c) For the purposes of §§ 15-702(a)(3) and 15-703(b)(3) of this title, a person not a partner is deemed to have notice of the dissociation 60 days after the statement of dissociation is filed. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-705. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VII. Partner’s Dissociation When Business or Affairs Not Wound Up|§ 15-705. Continued use of partnership name.

§ 15-705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-801. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VIII. Winding Up Partnership Business or Affairs|§ 15-801. Events causing dissolution and winding up of partnership business or affairs.

§ 15-801. Events causing dissolution and winding up of partnership business or affairs. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:  (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 15-601(2) through (12) of this title, of that partner's express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice; (2) In a partnership for a definite term or particular undertaking:  (i) Within 90 days after a partner's dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under § 15-602(b) of this title, at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 15-602(b)(2)(i) of this title constitutes the expression of that partner's will to wind up the partnership business; (ii) The express will of all of the partners to wind up the partnership business or affairs; or (iii) The expiration of the term or the completion of the undertaking; (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business or affairs; (4) An event that makes it unlawful for all or substantially all of the business or affairs of the partnership to be continued, but a cure of such illegality within 90 days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section; (5) On application by or for a partner to the Court of Chancery, the entry of a decree of dissolution of a partnership by the Court of Chancery upon a determination by the Court of Chancery that it is not reasonably practicable to carry on the partnership business, purpose or activity in conformity with the partnership agreement; or (6) On application by a transferee of a partner's economic interest to the Court of Chancery, a determination by the Court of Chancery that it is equitable to wind up the partnership business or affairs:  (i) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (ii) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  22;
6 DE Code § 15-802. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VIII. Winding Up Partnership Business or Affairs|§ 15-802. Partnership continues after dissolution.

§ 15-802. Partnership continues after dissolution. (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business or affairs. The partnership is terminated when the winding up of its business or affairs is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business or affairs is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business or affairs wound up and the partnership terminated. In that event:  (1) The partnership resumes carrying on its business or affairs as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) The rights of a third party accruing under § 15-804(1) of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.72 Del. Laws, c. 151, §  1;
6 DE Code § 15-803. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VIII. Winding Up Partnership Business or Affairs|§ 15-803. Right to wind up partnership business or affairs.

§ 15-803. Right to wind up partnership business or affairs. (a) A partner at the time of dissolution, including a partner who has dissociated but not wrongfully, may participate in winding up the partnership's business or affairs, but on application of any partner or a partner's legal representative or transferee, the Court of Chancery for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business or affairs. (c) The persons winding up the partnership's business or affairs may, in the name of, and for and on behalf of, the partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the partnership's business or affairs, dispose of and convey the partnership's property, discharge or make reasonable provision for the partnership's liabilities, distribute to the partners pursuant to § 15-807 of this title any remaining assets of the partnership, and perform other acts which are necessary or convenient to the winding up of the partnership's business or affairs. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-804. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VIII. Winding Up Partnership Business or Affairs|§ 15-804. Partner's power to bind partnership after dissolution.

§ 15-804. Partner's power to bind partnership after dissolution. Subject to § 15-805 of this title, a partnership is bound by a partner's act after dissolution that:  (1) Is appropriate for winding up the partnership business or affairs; or (2) Would have bound the partnership under § 15-301 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution.72 Del. Laws, c. 151, §  1;
6 DE Code § 15-805. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VIII. Winding Up Partnership Business or Affairs|§ 15-805. Statement of dissolution.

§ 15-805. Statement of dissolution. (a) After dissolution, a partnership may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business or affairs. (b) A statement of dissolution cancels a filed statement of partnership existence for the purposes of § 15-303(b) of this title and is a limitation on authority for the purposes of § 15-303(c) of this title. (c) For the purposes of §§ 15-301 and 15-804 of this title, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of a statement of dissolution 60 days after it is filed. (d) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership existence which will operate with respect to a person not a partner as provided in § 15-303(b) and (c) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business or affairs. (e) If a partnership which has dissolved fails or refuses to file a statement of dissolution, any partner or dissociated partner who is or may be adversely affected by the failure or refusal may petition the Court of Chancery to direct the filing. If the Court finds that the statement of dissolution should be filed and that the partnership has failed or refused to do so, it shall enter an order granting appropriate relief. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-806. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VIII. Winding Up Partnership Business or Affairs|§ 15-806. Partner's liability to other partners after dissolution.

§ 15-806. Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) of this section and § 15-306 of this title, after dissolution a partner is liable to the other partners for the partner's share of any partnership obligation incurred under § 15-804 of this title. (b) A partner who, with knowledge of the dissolution, causes the partnership to incur an obligation under § 15-804(2) of this title by an act that is not appropriate for winding up the partnership business or affairs is liable to the partnership for any damage caused to the partnership arising from the obligation. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1002. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter X. Limited Liability Partnership|§ 15-1002. Name.

§ 15-1002. Name. The name of a limited liability partnership shall comply with § 15-108 of this title. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1004. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter X. Limited Liability Partnership|§ 15-1004. Reinstatement of statement of qualification or statement of foreign qualification.

§ 15-1004. Reinstatement of statement of qualification or statement of foreign qualification. (a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation. The application must state:  (1) The name of the partnership and the effective date of the cancellation and, if such name is not available at the time of reinstatement, the name under which the statement of qualification or statement of foreign qualification is to be reinstated; and (2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the name and address of such new registered agent and the address of the partnership's registered office in the State of Delaware. (b) A cancellation of a partnership's statement of qualification or statement of foreign qualification pursuant to § 15-111(d) and (i)(4) of this title only affects a partnership's status as a limited liability partnership or a foreign limited liability partnership and is not an event of dissolution of the partnership. (c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the cancellation, and the partnership's status as a limited liability partnership or a foreign limited liability partnership continues as if the cancellation had never occurred. 75 Del. Laws, c. 416, §  33;
6 DE Code § 15-1101. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XI. Foreign Limited Liability Partnership|§ 15-1101. Law governing foreign limited liability partnership.

§ 15-1101. Law governing foreign limited liability partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of the State of Delaware. (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in the State of Delaware as a limited liability partnership. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1102. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XI. Foreign Limited Liability Partnership|§ 15-1102. Statement of foreign qualification.

§ 15-1102. Statement of foreign qualification. (a) Before doing business in the State of Delaware, a foreign limited liability partnership shall register with the Secretary of State by filing:  (1) A statement of foreign qualification which must contain:  a. The name of the foreign limited liability partnership which (i) satisfies the requirements of the state, territory, possession or other jurisdiction or country under whose law it is formed, (ii) ends with the words “Registered Limited Liability Partnership” or “Limited Liability Partnership,” the abbreviation “R.L.L.P.” or “L.L.P.” or the designation “RLLP” or “LLP” and (iii) complies with § 15-108(c) and (d) of this title; b. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title; c. The number of partners of the partnership; and d. The future effective date or time (which shall be a date or time certain) of the statement of foreign qualification if it is not to be effective upon the filing of the statement of foreign qualification. (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. (b) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or the future effective date or time specified in the statement of foreign qualification. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 15-105(d), § 15-111(d) or § 15-111(i)(4) of this title or revoked pursuant to § 15-1003 of this title. (c) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on the future effective date or time specified in the amendment or cancellation. 72 Del. Laws, c. 151, §  1;  75 Del. Laws, c. 416, §  34;  77 Del. Laws, c. 289, §  19;  81 Del. Laws, c. 87, § 7;  82 Del. Laws, c. 257, § 8;
6 DE Code § 15-1103. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XI. Foreign Limited Liability Partnership|§ 15-1103. Effect of failure to qualify.

§ 15-1103. Effect of failure to qualify. (a) A foreign limited liability partnership doing business in the State of Delaware may not maintain an action or proceeding in the State of Delaware until it has in effect a statement of foreign qualification 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 such qualification. (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in the State of Delaware or does not impair the right of any other party to a contract to maintain any action, suit or proceeding on the contract. (c) A limitation on personal liability of a partner is not waived solely by doing business in the State of Delaware without a statement of foreign qualification having been filed. (d) If a foreign limited liability partnership does business in the State of Delaware without a statement of foreign qualification having been filed, the Secretary of State is its agent for service of process with respect to a right of action arising out of the doing of business in the State of Delaware and service of process may be made in accordance with the procedures set forth in § 15-113 of this title. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-1104. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XI. Foreign Limited Liability Partnership|§ 15-1104. Activities not constituting doing business.

§ 15-1104. Activities not constituting doing business. (a) Activities of a foreign limited liability partnership in the State of Delaware which 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 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 in a partnership. (c) This section does not apply in determining whether a foreign limited liability partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware. 72 Del. Laws, c. 151, §  1;  75 Del. Laws, c. 50, §§  32-37;
6 DE Code § 15-1105. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XI. Foreign Limited Liability Partnership|§ 15-1105. Foreign limited liability partnerships doing business without having qualified; injunctions.

§ 15-1105. Foreign limited liability partnerships doing business without having qualified; injunctions. (a) The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited liability partnership has failed to register under this subchapter or if such foreign limited liability partnership's statement of foreign qualification contains false or misleading representations. The Attorney General shall, upon his or her own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited liability partnership is doing or has done business. (b) Any foreign limited liability partnership doing business in the State of Delaware without first having registered shall pay to the Secretary of State a fee of $200 for each year or part thereof during which the foreign limited liability partnership failed to register in the State of Delaware. 72 Del. Laws, c. 151, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 15-1201. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter XII. Miscellaneous Provisions|§ 15-1201. Uniformity of application and construction.

§ 15-1201. Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy 1 or more requirements prescribed by such other provision. 72 Del. Laws, c. 151, §  1;  77 Del. Laws, c. 59, §  16;