2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter III. Limited Partners › § 17-301. Admission of limited partners.

§§ 17-301. Admission of limited partners.
(a) In connection with the formation of a limited partnership, a person is admitted as a limited partner of the limited partnership upon the later to occur of:
(1) The formation of the limited partnership; or
(2) The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership or as otherwise provided in the partnership agreement.
(b) After the formation of a limited partnership, a person is admitted as a limited partner of the limited partnership:
(1) In the case of a person who is not an assignee of a partnership interest, including a person acquiring a partnership interest directly from the limited partnership and a person to be admitted as a limited partner of the limited partnership without acquiring a partnership interest in the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners or as otherwise provided in the partnership agreement;
(2) In the case of an assignee of a partnership interest, as provided in § 17-704(a) of this title;
(3) In the case of a person being admitted as a partner of a surviving or resulting limited partnership pursuant to a merger or consolidation approved in accordance with § 17-211(b) of this title, as provided in the partnership agreement of the surviving or resulting limited partnership or in the agreement of merger or consolidation or plan of merger, and in the event of any inconsistency, the terms of the agreement of merger or consolidation or plan of merger shall control; and in the case of a person being admitted as a partner of a limited partnership pursuant to a merger or consolidation in which such limited partnership is not the surviving or resulting limited partnership in the merger or consolidation, as provided in the partnership agreement of such limited partnership; or
(4) In the case of a person being admitted as a partner of a division partnership pursuant to a division approved in accordance with § 17-220 of this title, as provided in the partnership agreement of such division partnership or in the plan of division, and in the event of any inconsistency, the terms of the plan of division shall control; and in the case of a person being admitted as a partner of a limited partnership pursuant to a division in which such limited partnership is not a division partnership in the division, as provided in the partnership agreement of such limited partnership.
(c) In connection with the domestication of a non-United States entity (as defined in § 17-215 of this title) as a limited partnership in the State of Delaware in accordance with § 17-215 of this title or the conversion of an other entity (as defined in § 17-217 of this title) to a domestic limited partnership in accordance with § 17-217 of this title, a person is admitted as a limited partner of the limited partnership as provided in the partnership agreement.
(d) A person may be admitted to a limited partnership as a limited partner of the limited partnership and may receive a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a limited partner of the limited partnership without acquiring a partnership interest in the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted as the sole limited partner of a limited partnership without making a contribution or being obligated to make a contribution to the limited partnership or without acquiring a partnership interest in the limited partnership.
(e) Unless otherwise provided in a partnership agreement or another agreement, a limited partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a limited partnership.
6 Del. C. 1953, §  1708;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  20;  67 Del. Laws, c. 348, §  12;  69 Del. Laws, c. 258, §§  22-27;  70 Del. Laws, c. 78, §  19;  71 Del. Laws, c. 78, §§  32, 33;  73 Del. Laws, c. 297, §  7;  75 Del. Laws, c. 31, §§  7, 8;  77 Del. Laws, c. 288, §  21;  82 Del. Laws, c. 46, § 22;  82 Del. Laws, c. 258, § 11;