reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter II. Nature of Partnership › § 15-207. Liability for contribution.

§§ 15-207. Liability for contribution.
(a) A partner is obligated to the partnership to perform any promise to contribute cash or property or to perform services, even if the 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, the partner is obligated at the option of the partnership to contribute cash equal to that portion of the value of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have against such partner under the partnership agreement or applicable law.
(b) A partnership agreement may provide that the partnership interest of any partner who fails to make any contribution that the partner 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 interest in the partnership, subordinating the partner's partnership interest to that of nondefaulting partners, a forced sale of the partner's partnership interest, forfeiture of the partner's partnership interest, the lending by other partners of the amount necessary to meet the partner's commitment, a fixing of the value of the partner's partnership interest by appraisal or by formula and redemption or sale of the partner's partnership interest at such value, or other penalty or consequence.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter II. Nature of Partnership › § 15-208. Irrevocability of subscription.

§§ 15-208. Irrevocability of subscription.
For all purposes of the laws of the State of Delaware, a subscription for a partnership interest, whether submitted in writing, by means of electronic transmission, or as otherwise permitted by applicable law, is irrevocable if the subscription states that it is irrevocable to the extent provided by the terms of the subscription.
84 Del. Laws, c. 99, § 2;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-301. Partner agent of partnership.

§§ 15-301. Partner agent of partnership.
Subject to the effect of a statement of partnership existence under § 15-303 of this title:
(1) Each partner is an agent of the partnership for the purpose of its business, purposes or activities. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership's business, purposes or activities or business, purposes or activities of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing had notice that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership's business, purposes or activities or business, purposes or activities of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-302. Transfer of partnership property.

§§ 15-302. Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership existence under § 15-303 of this title, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of 1 or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of 1 or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 15-301 of this title and:
(1) As to a subsequent transferee who gave value for property transferred under § 15-302(a)(1) and (2) of this title, proves that the subsequent transferee had notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) As to a transferee who gave value for property transferred under paragraph (a)(3) of this section, proves that the transferee had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under § 15-302(b) of this title, from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-303. Statement of partnership existence.

§§ 15-303. Statement of partnership existence.
(a) A partnership may file a statement of partnership existence, which:
(1) Must include:
(i) The name of the partnership; and
(ii) 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; and
(2) May state (i) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, (ii) the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and (iii) any other matter.
(b) A statement of partnership existence supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a statement of partnership existence is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a statement of partnership existence recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a cancellation of a limitation on authority revives the previous grant of authority.
(c) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the statement containing the limitation on authority is of record in the office for recording transfers of that real property.
(d) Except as otherwise provided in subsections (b) and (c) of this section and §§ 15-704 and 15-805 of this title, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a statement.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-304. Denial of status as partner.

§§ 15-304. Denial of status as partner.
If a person named in a statement of partnership existence is or may be adversely affected by being so named, the person may petition the Court of Chancery to direct the correction of the statement. If the Court finds that correction of the statement is proper and that an authorized person has failed or refused to execute and file a certificate of correction or a corrected statement, the Court shall order the Secretary of State to file an appropriate correction.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-305. Partnership liable for partner's actionable conduct.

§§ 15-305. Partnership liable for partner's actionable conduct.
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-306. Partner's liability.

§§ 15-306. Partner's liability.
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any obligation of the partnership incurred before the person's admission as a partner.
(c) An obligation of a partnership arising out of or related to circumstances or events occurring while the partnership is a limited liability partnership or incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such an obligation solely by reason of being or so acting as a partner.
(d) The ability of an attorney-at-law, admitted to the practice of law in the State of Delaware, to practice law in Delaware in a limited liability partnership, shall be determined by the Rules of the Supreme Court of the State of Delaware.
(e) Notwithstanding the provisions of subsection (c) of this section, under a partnership agreement or under another agreement, a partner may agree to be personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for any or all of the obligations of the partnership incurred while the partnership is a limited liability partnership.
72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 85, §  8;  73 Del. Laws, c. 296, §  6;  75 Del. Laws, c. 50, §  3;  78 Del. Laws, c. 98, §  6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-307. Actions by and against partnership and partners.

§§ 15-307. Actions by and against partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with § 15-306 of this title, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from the assets of a partner liable as provided in § 15-306 of this title for a partnership obligation unless there is also a judgment against the partner for such obligation.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:
(1) The claim is for an obligation of the partnership for which the partner is liable as provided in § 15-306 of this title and either:
(i) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(ii) The partnership is a debtor in bankruptcy;
(iii) The partner has agreed that the creditor need not exhaust partnership assets; or
(iv) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(2) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any obligation of the partnership resulting from a representation by a partner or purported partner under § 15-308 of this title.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-308. Liability of purported partner.

§§ 15-308. Liability of purported partner.
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with 1 or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner. If no partnership obligation results, the purported partner is liable with respect to that obligation jointly and severally with any other person consenting to the representation. In the case of a limited liability partnership, a person's liability under § 15-308(a) of this title is subject to § 15-306 of this title as if the person were a partner in the limited liability partnership.
(b) If a person is thus represented to be a partner in an existing partnership, or with 1 or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership existence.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership existence to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter III. Relations of Partners to Persons Dealing with Partnership › § 15-309. Limitations on distribution.

§§ 15-309. Limitations on distribution.
(a) A limited liability 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 liability partnership, other than liabilities to partners on account of their economic interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability partnership, exceed the fair value of the assets of the limited liability 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 liability partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection, 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 partner of a limited liability partnership 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 partnership for the amount of the distribution. A partner of a limited liability partnership 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 (b) of this section shall not affect any obligation or liability of a partner of a limited liability partnership under an agreement or other applicable law for the amount of a distribution.
(c) Unless otherwise agreed, a partner of a limited liability partnership who receives a distribution from a partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  15;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter IV. Relations of Partners to Each Other and to Partnership › § 15-402. Distributions in kind.

§§ 15-402. Distributions in kind.
A partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a partnership in kind. A partner may not be compelled to accept a distribution of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership. A partner may be compelled to accept a distribution of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner is equal to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter IV. Relations of Partners to Each Other and to Partnership › § 15-404. General standards of partner's conduct.

§§ 15-404. General standards of partner's conduct.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct or winding up of the partnership business or affairs or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business or affairs as or on behalf of a party having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership business or affairs before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner's conduct furthers the partner's own interest.
(e) 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 partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
(f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative of the last surviving partner as if the person were a partner.
72 Del. Laws, c. 151, §  1;  74 Del. Laws, c. 266, §  5;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter IV. Relations of Partners to Each Other and to Partnership › § 15-405. Actions by partnership and partners; derivative actions.

§§ 15-405. Actions by partnership and partners; derivative actions.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1) Enforce the partner's rights under the partnership agreement;
(2) Enforce the partner's rights under this chapter, including:
(i) The partner's rights under § 15-401, § 15-403 or § 15-404 of this title;
(ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 15-701 of this title or enforce any other right under subchapter VI or VII of this chapter; or
(iii) The partner's right to compel a dissolution and winding up of the partnership business under § 15-801 of this title or enforce any other right under subchapter VIII of this chapter; or
(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(d) A partner may bring a derivative action in the Court of Chancery in the right of a partnership to recover a judgment in the partnership's favor.
(e) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:
(1) At the time of the transaction of which the partner complains; or
(2) The partner's status as a partner had devolved upon the partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
(f) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the partnership or the reason for not making the effort.
(g) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a partnership.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter IV. Relations of Partners to Each Other and to Partnership › § 15-406. Continuation of partnership beyond definite term or particular undertaking.

§§ 15-406. Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business or affairs during the term or undertaking, continue the business or affairs without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter IV. Relations of Partners to Each Other and to Partnership › § 15-408. Remedies for breach of partnership agreement.

§§ 15-408. Remedies for breach of partnership agreement.
A partnership agreement may provide that (i) a 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 (ii) at the time or upon the happening of events specified in the partnership agreement, a 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 § 15-207(b) of this title.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  17;  73 Del. Laws, c. 85, §  11;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter V. Transferees and Creditors of Partner › § 15-501. Partner not co-owner of partnership property.

§§ 15-501. Partner not co-owner of partnership property.
Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, a partner is not a co-owner of partnership property and has no interest in specific partnership property.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  18;  77 Del. Laws, c. 59, §  9;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter V. Transferees and Creditors of Partner › § 15-502. Partner's economic interest in partnership; personal property.

§§ 15-502. Partner's economic interest in partnership; personal property.
A partnership interest is personal property. Only a partner's economic interest may be transferred.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter V. Transferees and Creditors of Partner › § 15-503. Transfer of partner's economic interest.

§§ 15-503. Transfer of partner's economic interest.
(a) A transfer, in whole or in part, of a partner's economic interest in the partnership:
(1) Is permissible;
(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business or affairs; and
(3) Does not entitle the transferee to participate in the management or conduct of the partnership business or affairs, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner's economic interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) To receive upon the dissolution and winding up of the partnership business or affairs, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) To seek under § 15-801(6) of this title a judicial determination that it is equitable to wind up the partnership business or affairs.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the economic interest transferred.
(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. Upon request of a partnership or a partner, a transferee must furnish reasonable proof of a transfer.
(f) A transfer of a partner's economic interest in the partnership in violation of a restriction on transfer contained in a partnership agreement is ineffective.
(g) Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partner's economic interest may not be transferred prior to the dissolution and winding up of the partnership.
(h) A partnership interest in a partnership may be evidenced by a certificate of partnership interest issued by the partnership. A partnership agreement may provide for the transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. A partnership shall not have the power to issue a certificate of partnership interest in bearer form.
(i) Except to the extent assumed by agreement, until a transferee of a partnership interest becomes a partner, the transferee shall have no liability as a partner solely as a result of the transfer.
(j) A partnership may acquire, by purchase, redemption or otherwise, any partnership interest or other interest of a partner in the partnership. Any such interest so acquired by the partnership shall be deemed canceled.
72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 85, §  12;  76 Del. Laws, c. 106, §  10;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter V. Transferees and Creditors of Partner › § 15-504. Partner's economic interest subject to charging order.

§§ 15-504. Partner's economic interest subject to charging order.
(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the economic 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 economic interest.
(b) A charging order constitutes a lien on the judgment debtor's economic interest in the partnership.
(c) This chapter does not deprive a partner or a partner's transferee of a right under exemption laws with respect to the judgment debtor's economic interest in the partnership.
(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of a partner's transferee may satisfy a judgment out of the judgment debtor's economic interest in the partnership 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 transferee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership.
(f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  19;  75 Del. Laws, c. 50, §§  5-11;  79 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter VI. Partner’s Dissociation › § 15-602. Partner's power to dissociate; wrongful dissociation.

§§ 15-602. Partner's power to dissociate; wrongful dissociation.
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 15-601(1) of this title.
(b) A partner's dissociation is wrongful only if any of the following apply:
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following apply:
(i) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under this subsection;
(ii) The partner is expelled by judicial determination under § 15-601(5) of this title;
(iii) The partner is dissociated under § 15-601(6) of this title; or
(iv) In the case of a partner who is not an individual, trust (other than a statutory trust), or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. Such liability is in addition to any other obligation of the partner to the partnership or to the other partners.
72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 329, §  13;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter VI. Partner’s Dissociation › § 15-603. Effect of partner's dissociation.

§§ 15-603. Effect of partner's dissociation.
(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter applies; otherwise, subchapter VII of this chapter applies.
(b) Upon a partner's dissociation:
(1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 15-803 of this title;
(2) the partner's duty of loyalty under § 15-404(b)(3) of this title terminates; and
(3) the partner's duty of loyalty under § 15-404(b)(1) and (2) of this title and duty of care under § 15-404(c) of this title continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 15-803 of this title.
72 Del. Laws, c. 151, §  1;
2023 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 › § 15-702. Dissociated partner's power to bind and liability to partnership.

§§ 15-702. Dissociated partner's power to bind and liability to partnership.
(a) For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 15-301 of this title before dissociation only if 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.
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
72 Del. Laws, c. 151, §  1;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;
2023 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;