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 › § 15-401. Partner's rights and duties.

§§ 15-401. Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) In addition to indemnification under § 15-110 of this title, a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; however, no person shall be required as a consequence of any such indemnification to make any payment to the extent that the payment is inconsistent with § 15-306(b) or (c) of this title.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business and affairs.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under § 15-301 of this title.
(l) A partner has the power and authority to delegate to 1 or more other persons any or all of the partner's rights, powers and duties to manage and control the business and affairs of the partnership, which delegation may be made irrespective of whether the partner has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the partner. Any such delegation may be to agents, officers and employees of the partner or the partnership, and by a management agreement or other agreement with, or otherwise to, other persons, including a committee of 1 or more persons. Such delegation by a partner shall be irrevocable if it states that it is irrevocable. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership or cause the person to whom any such rights, powers and duties have been delegated to be a partner of the partnership. No other provision of this chapter or other law shall be construed to restrict a partner's power and authority to delegate any or all of its rights, powers and duties to manage and control the business and affairs of the partnership.
(m) A partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a partnership.
72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 296, §§  7, 8;  80 Del. Laws, c. 43, §§  3, 4;  81 Del. Laws, c. 87, § 2;  83 Del. Laws, c. 62, § 3;