reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 13. FRAUDULENT TRANSFERS › § 1307. Remedies of creditors.

§ 1307. Remedies of creditors.
(a) In an action for relief against a transfer or obligation under this chapter, a creditor, subject to the limitations in § 1308 of this title, may obtain:
(1) Avoidance of the transfer or obligation to the extent necessary to satisfy the creditor's claim;
(2) An attachment or other provisional remedy against the asset transferred or other property of the transferee in accordance with the procedure prescribed by applicable law;
(3) Subject to applicable principles of equity and in accordance with applicable rules of civil procedure:
a. An injunction against further disposition by the debtor or a transferee, or both, of the asset transferred or of other property;
b. Appointment of a receiver to take charge of the asset transferred or of other property of the transferee; or
c. Any other relief the circumstances may require.
(b) If a creditor has obtained a judgment on a claim against the debtor, the creditor, if the court so orders, may levy execution on the asset transferred or its proceeds.
(c) Notwithstanding any other provision of law or equity, a creditor shall have no right to relief against any trustee, attorney or other advisor who has not acted in bad faith on account of any transfer. For purposes of this subsection, it shall be presumed that the trustee, attorney or other advisor did not act in bad faith merely by counseling or effecting a transfer.
70 Del. Laws, c. 434, §  1;  72 Del. Laws, c. 226, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 13. FRAUDULENT TRANSFERS › § 1308. Defenses, liability and protection of transferee.

§ 1308. Defenses, liability and protection of transferee.
(a) A transfer or obligation is not voidable under § 1304(a)(1) of this title against a person who took in good faith and for a reasonably equivalent value or against any subsequent transferee or obligee.
(b) Except as otherwise provided in this section, to the extent a transfer is voidable in an action by a creditor under § 1307(a)(1) of this title, the creditor may recover judgment for the value of the asset transferred, as adjusted under subsection (c) of this section, or the amount necessary to satisfy the creditor's claim, whichever is less. The judgment may be entered against:
(1) The first transferee of the asset or the person for whose benefit the transfer was made; or
(2) Any subsequent transferee other than a good-faith transferee or obligee who took for value or from any subsequent transferee or obligee.
(c) If the judgment under subsection (b) of this section is based upon the value of the asset transferred, the judgment must be for an amount equal to the value of the asset at the time of the transfer, subject to adjustment as the equities may require.
(d) Notwithstanding voidability of a transfer or an obligation under this chapter, a good-faith transferee or obligee is entitled, to the extent of the value given the debtor for the transfer or obligation, to:
(1) A lien on or a right to retain any interest in the asset transferred;
(2) Enforcement of any obligation incurred; or
(3) A reduction in the amount of the liability on the judgment.
(e) A transfer is not voidable under § 1304(a)(2) or § 1305 of this title if the transfer results from:
(1) Termination of a lease upon default by the debtor when the termination is pursuant to the lease and applicable law; or
(2) Enforcement of a security interest in compliance with Article 9 of the Uniform Commercial Code.
(f) A transfer is not voidable under § 1305(b) of this title:
(1) To the extent the insider gave new value to or for the benefit of the debtor after the transfer was made unless the new value was secured by a valid lien;
(2) If made in the ordinary course of business or financial affairs of the debtor and the insider; or
(3) If made pursuant to a good-faith effort to rehabilitate the debtor and the transfer secured present value given for that purpose as well as an antecedent debt of the debtor.
70 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 13. FRAUDULENT TRANSFERS › § 1309. Extinguishment of cause of action.

§ 1309. Extinguishment of cause of action.
A cause of action with respect to a fraudulent transfer or obligation under this chapter is extinguished unless action is brought:
(1) Under § 1304(a)(1) of this title, within 4 years after the transfer was made or the obligation was incurred or, if later, within 1 year after the transfer or obligation was or could reasonably have been discovered by the claimant;
(2) Under § 1304(a)(2) or § 1305(a) of this title, within 4 years after the transfer was made or the obligation was incurred; or
(3) Under § 1305(b) of this title, within 1 year after the transfer was made or the obligation was incurred.
70 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 13. FRAUDULENT TRANSFERS › § 1310. Supplementary provisions.

§ 1310. Supplementary provisions.
Unless displaced by the provisions of this chapter, the principles of law and equity, including the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency or other validating or invalidating cause, supplement its provisions.
70 Del. Laws, c. 434, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 13A. DISHONOR OF CHECKS, DRAFTS OR ORDERS › § 1301A. Actions relating to dishonor of checks, drafts, or orders; damages.

§ 1301A. Actions relating to dishonor of checks, drafts, or orders; damages.
(a) In any action against a drawer of any check, draft, or order for the payment of money that has been duly dishonored for lack of funds or credit to pay the same, or because the drawer has no account with the drawee, the plaintiff may recover from the drawer the amount of the check, draft, or order, plus court costs, damages in the amount of $50 for the first instance of a dishonored check, draft, or order issued to the plaintiff by the drawer within 1 year; for a second or subsequent dishonored check, draft or order for the payment of money issued to the plaintiff by the drawer within 1 year of the issuance of a previous dishonored check, draft, or order, triple the amount of the check, draft or order; not to exceed $250, plus court costs, provided that:
(1) The plaintiff made written demand of the defendant for payment of the amount of the check, draft, or order not less than 30 days before commencing the action; and
(2) The defendant failed to tender to the plaintiff, prior to commencement of the action, an amount of money not less than the amount of the check, plus a fee of $40.
(b) Subsequent to the commencement of an action governed by this section, but prior to the hearing, the defendant may tender to the plaintiff as satisfaction of the claim, an amount of money equal to the sum of the amount of the check, plus $40 and court costs.
(c) Nothing within this section shall be interpreted to prohibit the drawer of a check, draft, or order for the payment of money, and the payee of any of the foregoing, from agreeing in writing to terms that exceed the foregoing limits; provided, however, that no damages may be recovered under this section in any action for the repayment of any short-term consumer loan subject to the provisions of § 978 or § 2235A of Title 5; and
(d) The Justice of the Peace Court shall develop and produce appropriate forms and regulations to ensure efficiency in the application of this statute.
75 Del. Laws, c. 145, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1401. Definitions.

§ 1401. Definitions.
As used in this chapter, unless the context otherwise requires:
(1) “Certificate of acceptance” means a certificate of acceptance filed in accordance with § 1407 of this title including, except where the context requires otherwise, any amendments thereto and corrections and restatements thereof.
(2) “Employee” means any person employed by a workers cooperative.
(3) “Member” means any patron of a workers cooperative that has been accepted for membership in such workers cooperative and whose membership has not been terminated.
(4) “Nonvoting stock” means any stock of a workers cooperative that, as of the time of determination, is not voting stock.
(5) “Organizational documents” mean the certificate of incorporation of the workers cooperative, the bylaws of the workers cooperative and agreements among the stockholders and the workers cooperative. Provisions of this chapter setting forth requirements with respect to the organizational documents shall be deemed to be satisfied if such requirements are contained in or implemented through at least 1 of the documents referred to in the preceding sentence.
(6) “Patron” means any person that:
a. Performs (directly or indirectly) services for a workers cooperative; or
b. Receives (directly or indirectly) services from a workers cooperative.
(7) “Patronage” means services (i) performed (directly or indirectly) by a person for a workers cooperative or (ii) received by a person (directly or indirectly) from a workers cooperative.
(8) “Person” means a natural person, partnership (whether limited or general), limited liability company, trust (whether common law or business), estate, association, corporation, custodian, nominee or any other entity.
(9) “Stockholder” means any person that holds stock issued by a workers cooperative.
(10) “Voting stock” means any stock of a workers cooperative that, as of the time of determination, is entitled to vote on any matter submitted to stockholders.
(11) “Voting trust agreement” means an agreement in writing by and among 2 or more stockholders and the workers cooperative with respect to the exercise of the voting rights of the voting stock held by 1 or more of such stockholders.
(12) “Workers cooperative” means any corporation that:
a. Is incorporated under the laws of this State; and
b. Files a certificate of acceptance, which certificate has been accepted for filing by the office of the Secretary of State in accordance with § 1409 of this title and has become effective.
A workers cooperative may be organized for any lawful business or activity.
(13) “Written notice of allocation” means a written instrument that discloses to a member that stated dollar amount of such member's patronage allocation and the terms for payment of that amount by the workers cooperative.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1402. Operating on a cooperative basis.

§ 1402. Operating on a cooperative basis.
(a) The organizational documents shall provide that the workers cooperative intends to operate on a cooperative basis and to comply with the requirements of this chapter.
(b) A workers cooperative under this chapter may perform services for and receive services from its patrons, members, stockholders and other persons and engage in such other activities as may be reasonably related to the provision or receipt of such services. In addition, a workers cooperative may engage in any other lawful activity.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1403. Members.

§ 1403. Members.
(a) The organizational documents shall establish qualifications and the method of acceptance and termination of members; provided however, that pursuant to the organizational documents, at least a majority of the members of a workers cooperative shall be employees of the workers cooperative.
(b) Except as otherwise provided in the organizational documents, at least a majority of the employees of the workers cooperative shall be members of the workers cooperative.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1404. Ownership of voting and nonvoting stock.

§ 1404. Ownership of voting and nonvoting stock.
(a) Except as otherwise provided in the organizational documents, all voting stock shall be owned by members; provided however, that pursuant to the organizational documents, at least a majority of each class of voting stock shall be owned by members.
(b) The nonvoting stock of a workers cooperative may be owned by any person.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1405. Voting rights of members and stockholders.

§ 1405. Voting rights of members and stockholders.
Pursuant to the organizational documents (or voting trust agreements), at least a majority of the board of directors shall be elected by the members on the basis of 1 member, 1 vote.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1406. Allocation of earnings.

§ 1406. Allocation of earnings.
(a) The net earnings of a workers cooperative shall be allocated and distributed by the board of directors in accordance with the organizational documents.
(b) Except as otherwise provided in the organizational documents, all of the net earnings of the workers cooperative with respect to a period of time shall be allocated to members on the basis of:
(i) patronage during such period of time, (ii) capital contributions, or (iii) some combination of patronage during such period of time and capital contributions; provided, however, that, pursuant to the organizational documents, at least a majority of the allocated earnings of the workers cooperative with respect to a period of time shall be allocated to members on the basis of:
(i) patronage during such period of time, (ii) capital contributions, or (iii) some combination of patronage during such period of time and capital contributions.
(c) The allocation, distribution and payment of earnings required by this section may be in cash, credits, written notices of allocation or any other type of tangible or intangible property, including, without limitation, shares of stock issued by the workers cooperative.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1408. Execution of certificate.

§ 1408. Execution of certificate.
(a) Each certificate required by this chapter to be filed in the office of the Secretary of State shall be executed by an authorized officer of the workers cooperative.
(b) Unless otherwise provided in the organizational documents, any person may sign any certificate or amendment thereof or enter into any organizational document or amendment thereof by any agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into an organizational document or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged and need not be filed in the office of the Secretary of State, but if in writing, must be retained by the workers cooperative.
(c) The execution of a certificate constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of the knowledge and belief of the person executing such certificate, the facts stated therein are true.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1409. Filing of certificate.

§ 1409. Filing of certificate.
(a) The certificate of acceptance and any certificates of amendment, correction or cancellation and of any restated certificate shall be delivered to the office of the Secretary of State for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. Upon receipt of all filing fees required by law, the Secretary of State shall certify that the certificate of acceptance, the certificate of amendment, the certificate of correction, the certificate of cancellation or the restated certificate has been filed in the Secretary's office by endorsing upon the filed certificate the word, “Filed,” and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud. The Secretary of State shall thereupon file and index the endorsed certificate.
(b) Upon the filing of a certificate of acceptance in the office of the Secretary of State or upon the future effective date or time of a certificate of acceptance as provided for therein, the certificate of acceptance shall be effective. Upon the filing of a certificate of amendment, certificate of correction or restated certificate in the office of the Secretary of State or upon the future effective date or time of a certificate of amendment or restated certificate as provided for therein, the certificate of acceptance shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation or upon the future effective date or time of a certificate of cancellation, the certificate of acceptance shall be canceled.
(c) A fee, as set forth in § 1410(a)(1) of this title, shall be paid at the time of the filing of a certificate of acceptance, a certificate of amendment, a certificate of correction or restated certificate.
(d) A fee, as set forth in § 1410(a)(2) of this title shall be paid for a certified copy of any certificate on file as provided for by this chapter and a fee as set forth in § 1410(a)(3) of this title, shall be paid for each page copied.
(e) Any signature on any certificate authorized to be filed with the Secretary of State under any provision of this chapter may be a facsimile, a conformed signature or an electronically transmitted signature. Any such certificate may be filed by telecopy, fax or similar electronic transmission; provided however, that the Secretary of State shall have no obligation to accept such filing if such certificate is illegible or otherwise unsuitable for processing.
70 Del. Laws, c. 395, §  1;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1410. Fees.

§ 1410. Fees.
(a) No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of this State:
(1) Upon the receipt for filing of a certificate of acceptance, a certificate of amendment, a certificate of correction or a certificate of cancellation, a fee in the amount of $100.
(2) For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $20 for each copy certified. In addition, a fee of $1.00 per page shall be paid in each instance where the Secretary of State provides the copies of the document to be certified.
(3) For issuing further noncertified copies, a fee in the amount of $5.00 for the first page and $1.00 for each additional page.
(b) In addition to those fees charged under subsection (a) of this section, there shall be collected by and paid to the Secretary of State the following:
(1) For all services described in subsection (a) of this section that are requested to be completed within 2 hours on the same day as the day of the request, an additional sum of up to $500;
(2) For all services described in subsection (a) of this section that are requested to be completed within the same day as the day of the request, an additional sum of up to $200; and
(3) For all services described in subsection (a) of this section that are requested to be completed within a 24-hour period from the time of the request, an additional sum of up to $100.
The Secretary of State shall establish (and may from time to time alter or amend) a schedule of specific fees payable pursuant to this subsection.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1411. Use of names regulated.

§ 1411. Use of names regulated.
Without limiting the applicability of § 102(a)(1) of Title 8, the name of each workers cooperative may, but need not, contain the words “cooperative,” “workers cooperative,” “worker owned cooperative,” “employees cooperative” or “employee owned cooperative” (or words or abbreviations of like import).
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 14. DELAWARE WORKERS COOPERATIVE ACT › § 1413. Construction and application of chapter.

§ 1413. Construction and application of chapter.
(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(b) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of contractual arrangements between persons.
(c) Nothing in this chapter shall be construed to limit in any way whatsoever the application of any other provision of the laws of this State relating to corporations, including, without limitation and by way of example only, the laws regarding incorporation, mergers and dissolutions.
(d) It is intended that a workers cooperative qualified under this chapter will constitute a “corporation operating on a cooperative basis” and an “eligible worker-owned cooperative” within the meaning of § 1381(a)(2) and § 1042(c)(2), respectively, of the Internal Revenue Code of 1986 [26 U.S.C. §§ 1381(a)(2) and 1042(c)(2)], as amended, or under any successor provisions.
70 Del. Laws, c. 395, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-102. Knowledge and notice.

§§ 15-102. Knowledge and notice.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact:
(1) If the person knows of it;
(2) If the person has received a notification of it;
(3) If the person has reason to know it exists from all of the facts known to the person at the time in question; or
(4) By reason of a filing or recording of a statement or certificate to the extent provided by and subject to the limitations set forth in this chapter.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person obtains knowledge of it.
(d) A person receives a notification when the notification:
(1) Comes to the person's attention; or
(2) Is received at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-104. Supplemental principles of law.

§§ 15-104. Supplemental principles of law.
(a) In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.
(b) No obligation of a partner to a partnership, or to a partner of a partnership, arising under a partnership agreement or a separate agreement or writing, and no note, instruction or other writing evidencing any such obligation of a partner, shall be subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in § 2301 of this title.
(c) Sections 9-406 and 9-408 of this title do not apply to any interest in a domestic partnership, including all rights, powers and interests arising under a partnership agreement or this chapter. This provision prevails over §§ 9-406 and 9-408 of this title.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  4;  73 Del. Laws, c. 223, §  1;  78 Del. Laws, c. 271, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-106. Governing law.

§§ 15-106. Governing law.
(a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction governing a partnership agreement governs relations among the partners and between the partners and the partnership.
(b) The law of the State of Delaware governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
(c) If (i) a partnership agreement provides for the application of the laws of the State of Delaware, and (ii) the partnership files with the Secretary of State a statement of partnership existence or a statement of qualification, then the partnership agreement shall be governed by and construed under the laws of the State of Delaware.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  8;  77 Del. Laws, c. 59, §  4;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-109. Reservation of name.

§§ 15-109. Reservation of name.
(a) The exclusive right to use of a specified name in a statement using the specified name may be reserved by:
(1) any person intending to organize a partnership under this chapter and to adopt that name; (2) any partnership or any foreign limited liability partnership registered in the State of Delaware which, in either case, proposes to change its name; (3) any foreign limited liability partnership intending to register in the State of Delaware and adopt that name; and (4) any person intending to organize a foreign limited liability 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, the Secretary shall reserve the name for exclusive use of the applicant in a statement using the specified name 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 in a statement using the specified name may be transferred to any other person by filing with 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 § 15-1207 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.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  9;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-110. Indemnification.

§§ 15-110. Indemnification.
Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a 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.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-115. Doing business.

§§ 15-115. Doing business.
A limited partnership, a partnership, a limited liability company, a business or other trust or association, or a corporation formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state shall not be deemed to be doing business in the State of Delaware solely by reason of its being a partner in a domestic partnership.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-116. Restated statement of partnership existence.

§§ 15-116. Restated statement of partnership existence.
(a) A statement of partnership existence may be restated by integrating into a single instrument all of the provisions of the statement of partnership existence which are then in effect and operative as a result of there having been theretofore filed 1 or more amendments pursuant to § 15-105(d) of this title or other instruments having the effect of amending a statement of partnership existence and the statement of partnership existence may be amended or further amended by the filing of a restated statement of partnership existence. The restated statement of partnership existence shall be specifically designated as such in its heading and shall set forth:
(1) The present name of the partnership, and if it has been changed, the name under which the partnership was originally formed;
(2) The date of filing of the original statement of partnership existence with the Secretary of State;
(3) The information required to be included pursuant to § 15-303(a) of this title; and
(4) Any other information desired to be included therein.
(b) Upon the filing of the restated statement of partnership existence with the Secretary of State, or upon the future effective date or time of a restated statement of partnership existence as provided for therein, the initial statement of partnership existence, as theretofore amended, shall be superseded; thenceforth, the restated statement of partnership existence, including any further amendment made thereby, shall be the statement of partnership existence of the partnership, but the original date of formation of the partnership shall remain unchanged.
(c) Any amendment effected in connection with the restatement of the statement of partnership existence shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate amendment were filed to effect such amendment.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-117. Execution, amendment or cancelation by judicial order.

§§ 15-117. Execution, amendment or cancelation by judicial order.
(a) If a person required by this chapter to execute any statement or 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 statement or certificate. If the Court finds that the execution of the statement or certificate is proper and that any person so designated has failed or refused to execute the statement or certificate, the Court shall order the Secretary of State to file an appropriate statement or 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, the Court shall enter an order granting appropriate relief.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-118. Statement or certificate of correction; corrected statement or certificate.

§§ 15-118. Statement or certificate of correction; corrected statement or certificate.
(a) Whenever any statement or certificate authorized to be filed with the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such statement or certificate may be corrected by filing with the Secretary of State a statement or certificate of correction of such statement or certificate. The statement or certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the statement or certificate in corrected form and shall be executed and filed as required by this chapter. The statement or certificate of correction shall be effective as of the date the original statement or certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the statement or certificate of correction shall be effective from the filing date.
(b) In lieu of filing a statement or certificate of correction, a statement or certificate may be corrected by filing with the Secretary of State a corrected statement or certificate which shall be executed and filed as if the corrected statement or certificate were the statement or certificate being corrected, and a fee equal to the fee payable to the Secretary of State if the statement or certificate being corrected were then being filed shall be paid to and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the corrected statement or certificate. The corrected statement or certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire statement or certificate in corrected form. A statement or certificate corrected in accordance with this section shall be effective as of the date the original statement or certificate was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the statement or certificate as corrected shall be effective from the filing date.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-119. Business transactions of partner with the partnership.

§§ 15-119. 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 partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-120. No statutory appraisal rights.

§§ 15-120. No statutory appraisal rights.
Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger, no appraisal rights shall be available with respect to a partnership interest or another interest in a partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the partnership is a constituent party to the merger or consolidation, any conversion of the partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the partnership, or the sale of all or substantially all of the 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.
72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 296, §  4;  76 Del. Laws, c. 106, §  8;  77 Del. Laws, c. 289, §  6;  82 Del. Laws, c. 257, § 3;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-121. Contested matters relating to partners; contested votes.

§§ 15-121. Contested matters relating to partners; contested votes.
(a) Upon application of any partner of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, the Court of Chancery may hear and determine the validity of any admission, election, appointment or dissociation of a partner of the partnership, and the right of any person to become or continue to be a partner of the partnership, and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records relating to the issue. In any such application, the partnership shall be named as a party, and service of copies of the application upon the partnership shall be deemed to be service upon the partnership and upon the person or persons whose right to be a partner is contested and upon the person or persons, if any, claiming to be a partner or claiming the right to be a partner; and the person upon whom service is made shall forward immediately a copy of the application to the partnership and to the person or persons whose right to be a partner is contested and to the person or persons, if any, claiming to be a partner or the right to be a partner, in a postpaid, sealed, registered letter addressed to such partnership and such person or persons at their post-office addresses last known to the person upon whom service is made or furnished to the person upon whom service is made by the applicant partner. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.
(b) Upon application of any partner of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, the Court of Chancery may hear and determine the result of any vote of partners upon matters as to which the partners of the partnership, or any class or group of partners, have the right to vote pursuant to the partnership agreement or other agreement or this chapter (other than the admission, election, appointment or dissociation of partners). In any such application, the partnership shall be named as a party, and service of the application upon the person upon whom service is made shall be deemed to be service upon the partnership, and no other party need be joined in order for the Court to adjudicate the result of the vote. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.
(c) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-122. Interpretation and enforcement of partnership agreement.

§§ 15-122. Interpretation and enforcement of partnership agreement.
Any action to interpret, apply or enforce the provisions of a partnership agreement of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, or the duties, obligations or liabilities of such partnership to the partners of the partnership, or the duties, obligations or liabilities among partners or of partners to such partnership, or the rights or powers of, or restrictions on, such partnership or partners, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, including actions authorized by § 15-405 of this title, may be brought in the Court of Chancery.
72 Del. Laws, c. 151, §  1;  77 Del. Laws, c. 59, §  5;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter I. General Provisions › § 15-123. Irrevocable power of attorney or proxy.

§§ 15-123. Irrevocable power of attorney or proxy.
For all purposes of the laws of the State of Delaware, a power of attorney or proxy with respect to a partnership granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a partnership or granted by a person as a partner or a transferee of an economic interest or by a person seeking to become a partner or a transferee of an economic interest and, in either case, granted to the partnership, a partner thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this section shall not be construed to limit the enforceability of a power of attorney or proxy that is part of a partnership agreement.
77 Del. Laws, c. 289, §  7;  80 Del. Laws, c. 43, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter II. Nature of Partnership › § 15-201. Partnership as entity.

§§ 15-201. Partnership as entity.
(a) A partnership is a separate legal entity which is an entity distinct from its partners unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement.
(b) A limited liability partnership continues to be the same partnership that existed before the filing of a statement of qualification under § 15-1001 of this title.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  11;  76 Del. Laws, c. 106, §  9;  77 Del. Laws, c. 59, §  6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter II. Nature of Partnership › § 15-203. Partnership property.

§§ 15-203. Partnership property.
Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, property acquired by a partnership is property of the partnership and not of the partners individually.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  13;  77 Del. Laws, c. 59, §  7;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter II. Nature of Partnership › § 15-204. When property is partnership property.

§§ 15-204. When property is partnership property.
(a) Property is partnership property if acquired in the name of:
(1) The partnership; or
(2) One or more persons with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) The partnership in its name; or
(2) One or more persons in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of 1 or more persons with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of 1 or more persons, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
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 › § 15-205. Admission without contribution or partnership interest.

§§ 15-205. Admission without contribution or partnership interest.
Each person to be admitted as a partner to a partnership formed under either § 15-202(a)(i) or § 15-202(a)(ii) of this title may be admitted as a partner and may receive a partnership interest in the partnership without making a contribution or being obligated to make a contribution to the partnership. Each person to be admitted as a partner to a partnership formed under either § 15-202(a)(i) or § 15-202(a)(ii) of this title may be admitted as a partner without acquiring an economic interest in the partnership. Nothing contained in this section shall affect a partner's liability under § 15-306 of this title.
72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  14;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter II. Nature of Partnership › § 15-206. Form of contribution.

§§ 15-206. Form of contribution.
The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
72 Del. Laws, c. 151, §  1;