reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter V. Finance › § 17-504. Allocation of distributions.

§§ 17-504. Allocation of distributions.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
6 Del. C. 1953, §  1723;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter V. Finance › § 17-505. Defense of usury not available.

§§ 17-505. Defense of usury not available.
No obligation of a partner of a limited partnership to the limited partnership, or to a partner of the limited partnership, arising under the partnership agreement or a separate agreement or writing, and no note, instrument 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.
69 Del. Laws, c. 258, §  35;  78 Del. Laws, c. 272, §  7;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter V. Finance › § 17-506. Irrevocability of subscription.

§§ 17-506. 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. 96, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-601. Interim distributions.

§§ 17-601. Interim distributions.
Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in the partnership agreement, a partner is entitled to receive from a limited partnership distributions before withdrawing from the limited partnership and before the dissolution and winding up thereof.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  50;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-602. Withdrawal of general partner and assignment of general partner's partnership interest.

§§ 17-602. Withdrawal of general partner and assignment of general partner's partnership interest.
(a) A general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. A partnership agreement may provide that a general partner shall not have the right to withdraw as a general partner of a limited partnership. Notwithstanding that a partnership agreement provides that a general partner does not have the right to withdraw as a general partner of a limited partnership, a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal of a general partner violates a partnership agreement, in addition to any remedies otherwise available under applicable law, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.
(b) Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a general partner may not assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited partnership.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  51;  67 Del. Laws, c. 348, §  21;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-603. Withdrawal of limited partner.

§§ 17-603. Withdrawal of limited partner.
A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership. Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partnership interest may not be assigned prior to the dissolution and winding up of the limited partnership.
Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section as in effect on July 31, 1996.
6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  52;  69 Del. Laws, c. 258, §  36;  70 Del. Laws, c. 362, §  16;  80 Del. Laws, c. 44, §  10;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-604. Distribution upon withdrawal.

§§ 17-604. Distribution upon withdrawal.
Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which such partner is entitled under a partnership agreement and, if not otherwise provided in a partnership agreement, such partner is entitled to receive, within a reasonable time after withdrawal, the fair value of such partner's partnership interest in the limited partnership as of the date of withdrawal based upon such partner's right to share in distributions from the limited partnership.
6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  71 Del. Laws, c. 340, §  15;  72 Del. Laws, c. 128, §  12;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-605. Distribution in kind.

§§ 17-605. Distribution in kind.
Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership. Except as provided in the partnership agreement, a partner may be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.
6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  37;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-606. Right to distribution.

§§ 17-606. Right to distribution.
(a) Subject to §§ 17-607 and 17-804 of this title, and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
(b) A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership.
6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  53, 54;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VI. Distributions and Withdrawal › § 17-607. Limitations on distribution.

§§ 17-607. Limitations on distribution.
(a) A limited 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 partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited 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 partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (a), 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 limited partner 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 limited partnership for the amount of the distribution. A limited partner 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 shall not affect any obligation or liability of a limited partner under an agreement or other applicable law for the amount of a distribution.
(c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution.
6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  55;  69 Del. Laws, c. 258, §  38;  72 Del. Laws, c. 386, §  22;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VII. Assignment of Partnership Interests › § 17-701. Nature of partnership interest.

§§ 17-701. Nature of partnership interest.
A partnership interest is personal property. A partner has no interest in specific limited partnership property.
6 Del. C. 1953, §  1718;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VII. Assignment of Partnership Interests › § 17-702. Assignment of partnership interest.

§§ 17-702. Assignment of partnership interest.
(a) Unless otherwise provided in the partnership agreement:
(1) A partnership interest is assignable in whole or in part;
(2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;
(3) An assignment of a partnership interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
(4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of its partnership interests. Unless otherwise provided in a partnership agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the partnership interest of a partner shall not cause the partner to cease to be a partner or to have the power to exercise any rights or powers of a partner.
(b) Unless otherwise provided in a partnership agreement, a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership. A partnership agreement may provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. A limited partnership shall not have the power to issue a certificate of partnership interest in bearer form.
(c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.
(d) Unless otherwise provided in the partnership agreement, a limited partnership may acquire, by purchase, redemption or otherwise, any partnership interest or other interest of a partner in the limited partnership. Unless otherwise provided in the partnership agreement, any such interest so acquired by the limited partnership shall be deemed canceled.
6 Del. C. 1953, §  1719;  59 Del. Laws, c. 105, §  1;  59 Del. Laws, c. 442, §  2;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  57;  67 Del. Laws, c. 348, §  22;  69 Del. Laws, c. 258, §§  39, 40;  70 Del. Laws, c. 186, §  1;  73 Del. Laws, c. 73, §  26;  76 Del. Laws, c. 104, §  34;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VII. Assignment of Partnership Interests › § 17-703. Partner's partnership interest subject to charging order.

§§ 17-703. Partner's partnership interest subject to charging order.
(a) On application by a judgment creditor of a partner or of a partner's assignee, a court having jurisdiction may charge the partnership 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 partnership interest.
(b) A charging order constitutes a lien on the judgment debtor's partnership interest.
(c) This chapter does not deprive a partner or partner's assignee of a right under exemption laws with respect to the judgment debtor's partnership interest.
(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of a partner's assignee may satisfy a judgment out of the judgment debtor's partnership interest 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 assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited partnership.
(f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order.
6 Del. C. 1953, §  1722;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 386, §  23;  75 Del. Laws, c. 31, §§  10-16;  79 Del. Laws, c. 73, §  9;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VII. Assignment of Partnership Interests › § 17-704. Right of assignee to become limited partner.

§§ 17-704. Right of assignee to become limited partner.
(a) An assignee of a partnership interest, including an assignee of a general partner, becomes a limited partner:
(1) As provided in the partnership agreement; or
(2) Unless otherwise provided in the partnership agreement, upon the vote or consent of all partners.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his or her assignor to make contributions as provided in § 17-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 17-502 of this title, unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the partnership agreement.
(c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from liability to the limited partnership under subchapters V and VI of this chapter.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  58, 59;  70 Del. Laws, c. 186, §  1;  77 Del. Laws, c. 288, §  24;  80 Del. Laws, c. 269, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VII. Assignment of Partnership Interests › § 17-705. Powers of estate of deceased or incompetent partner.

§§ 17-705. Powers of estate of deceased or incompetent partner.
If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner's person or property, the partner's personal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power under the partnership agreement of an assignee to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its personal representative.
6 Del. C. 1953, §  1721;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 78, §  38;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VIII. Dissolution › § 17-802. Judicial dissolution.

§§ 17-802. Judicial dissolution.
On application by or for a partner the Court of Chancery may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VIII. Dissolution › § 17-803. Winding up.

§§ 17-803. Winding up.
(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person approved by the limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners may wind up the limited partnership's affairs; but the Court of Chancery, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, the partner's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 17-203 of this title, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  60, 61;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 78, §  42;  80 Del. Laws, c. 44, §  12;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter VIII. Dissolution › § 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties.

§§ 17-805. Trustees or receivers for limited partnerships; appointment; powers; duties.
When the certificate of limited partnership of any limited partnership formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 17-203 of this title, the Court of Chancery, on application of any creditor or partner of the limited partnership, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the general partners of the limited partnership to be trustees, or appoint 1 or more persons to be receivers, of and for the limited partnership, to take charge of the limited partnership's property, and to collect the debts and property due and belonging to the limited partnership, with the power to prosecute and defend, in the name of the limited partnership, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited partnership, if in being, that may be necessary for the final settlement of the unfinished business of the limited partnership. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.
74 Del. Laws, c. 104, §  18;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-901. Law governing.

§§ 17-901. Law governing.
(a) Subject to the Constitution of the State of Delaware:
(1) The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of the State of Delaware.
(b) A foreign limited partnership shall be subject to § 17-106 of this title.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-902. Registration required; application.

§§ 17-902. Registration required; application.
Before doing business in the State of Delaware, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State:
(1) A copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:
a. The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in the State of Delaware;
b. The state, territory, possession or other jurisdiction or country where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization;
c. The nature of the business or purposes to be conducted or promoted in the State of Delaware;
d. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-904(b) of this title;
e. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process under the circumstances set forth in § 17-910(b) of this title;
f. The name and business, residence or mailing addresses of each of the general partners; and
g. The date on which the foreign limited partnership first did, or intends to do, business in the State of Delaware.
(2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.
(3) A fee as set forth in § 17-1107(a)(6) of this title shall be paid.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  65;  69 Del. Laws, c. 258, §§  43, 44;  75 Del. Laws, c. 31, §  18;  77 Del. Laws, c. 288, §  25;  81 Del. Laws, c. 88, § 15;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-903. Issuance of registration.

§§ 17-903. Issuance of registration.
(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary shall:
(1) Certify that the application has been filed in the Secretary's office by endorsing upon the original application 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;
(2) File and index the endorsed application.
(b) The Secretary of State shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application.
(c) The filing of the application with the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  45;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-905. Amendments to application.

§§ 17-905. Amendments to application.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, executed by a general partner, correcting such statement, together with a fee as set forth in § 17-1107(a)(6) of this title.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-906. Cancellation of registration.

§§ 17-906. Cancellation of registration.
A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation executed by a general partner, together with a fee as set forth in § 17-1107(a)(6) of this title. The registration of a foreign limited partnership shall be canceled as provided in §§ 17-104(i)(4), 17-904(e) and 17-1109(g) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the doing of business in the State of Delaware.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  75 Del. Laws, c. 414, §  42;  76 Del. Laws, c. 104, §  38;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-907. Doing business without registration.

§§ 17-907. Doing business without registration.
(a) A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered.
(b) The failure of a foreign limited partnership to register in the State of Delaware does not impair:
(1) The validity of any contract or act of the foreign limited partnership;
(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership's having done business in the State of Delaware without registration.
(d) Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 78, §  24;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-908. Foreign limited partnerships doing business without having qualified; injunctions.

§§ 17-908. Foreign limited partnerships doing business without having qualified; injunctions.
The Court of Chancery shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited partnership has failed to register under this subchapter or if such foreign limited partnership has secured a certificate of the Secretary of State under § 17-903 of this title on the basis of false or misleading representations. The Attorney General shall, upon the Attorney General's own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-909. Execution; liability.

§§ 17-909. Execution; liability.
Sections 17-204(d) and 17-207 of this title shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  77 Del. Laws, c. 288, §  6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IX. Foreign Limited Partnerships › § 17-912. Activities not constituting doing business.

§§ 17-912. Activities not constituting doing business.
(a) Activities of a foreign limited partnership in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:
(1) Maintaining, defending or settling an action or proceeding;
(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange or registration of the limited partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts;
(7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;
(8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;
(9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(10) Conducting an isolated transaction that is not one in the course of similar transactions;
(11) Doing business in interstate commerce; and
(12) Doing business in the State of Delaware as an insurance company.
(b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a partner of a domestic limited partnership or a foreign limited partnership.
(c) This section does not apply in determining whether a foreign limited partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware.
75 Del. Laws, c. 31, §  19;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter X. Derivative Actions › § 17-1001. Right to bring action.

§§ 17-1001. Right to bring action.
A limited partner or an assignee of a partnership interest may bring an action in the Court of Chancery in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
6 Del. C. 1953, §  1732;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  71 Del. Laws, c. 340, §  17;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter X. Derivative Actions › § 17-1002. Proper plaintiff.

§§ 17-1002. Proper plaintiff.
In a derivative action, the plaintiff must be a partner or an assignee of a partnership interest at the time of bringing the action and:
(1) At the time of the transaction of which the plaintiff complains; or
(2) The plaintiff's status as a partner or an assignee of a partnership interest had devolved upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner or an assignee of a partnership interest at the time of the transaction.
6 Del. C. 1953, §  1732;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 340, §  18;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter X. Derivative Actions › § 17-1003. Complaint.

§§ 17-1003. Complaint.
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 a general partner or the reasons for not making the effort.
6 Del. C. 1953, §  1732;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter X. Derivative Actions › § 17-1004. Expenses.

§§ 17-1004. Expenses.
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 limited partnership.
6 Del. C. 1953, §  1732;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  46;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1102. Short title.

§§ 17-1102. Short title.
This chapter may be cited as the “Delaware Revised Uniform Limited Partnership Act.”
6 Del. C. 1953, §  1728;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1103. Severability.

§§ 17-1103. Severability.
If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1104. Effective date and extended effective date.

§§ 17-1104. Effective date and extended effective date.
(a) All limited partnerships formed on or after January 1, 1983, the “effective date,” shall be governed by this chapter.
(b) Except as provided in subsections (e) and (f) of this section, all limited partnerships formed on or after July 1, 1973, and prior to the effective date, under Chapter 17 of this title as hereby repealed, shall continue to be governed by that chapter until January 1, 1985, the “extended effective date,” at which time such limited partnerships shall be governed by this chapter.
(c) Except as provided in subsection (e) of this section, a limited partnership formed prior to July 1, 1973, shall continue to be governed by Chapter 17 of this title in effect prior to the adoption of Chapter 17 of this title as hereby repealed, except that such limited partnership shall not be renewed except under this chapter.
(d) Except as provided in subsection (e) of this section, subchapter IX of this chapter, dealing with foreign limited partnerships, is not effective until the extended effective date.
(e) Any limited partnership formed prior to the effective date, and any foreign limited partnership, may elect to be governed by this chapter before the extended effective date by filing with the Secretary of State a certificate of limited partnership or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound.
(f) With respect to a limited partnership formed on or after July 1, 1973, and prior to the effective date:
(1) On and after the extended effective date, such limited partnership need not file with the Secretary of State a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;
(2) Sections 17-501 and 17-502 of this title shall apply only to contributions and distributions made after the effective date; and
(3) Section 17-704 of this title shall apply only to assignments made after the effective date.
6 Del. C. 1953, §  1731;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  66;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1105. Cases not provided for in this chapter.

§§ 17-1105. Cases not provided for in this chapter.
In any case not provided for in this chapter, the Delaware Uniform Partnership Law in effect on July 11, 1999 [6 Del. C. § 1501, et seq.] and the rules of law and equity, including the law merchant, shall govern.
6 Del. C. 1953, §  1730;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  73 Del. Laws, c. 73, §  27;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1106. Prior law.

§§ 17-1106. Prior law.
Except as set forth in § 17-1104 of this title, [former] Chapter 17 of this title is hereby repealed.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1110. Cancellation of certificate of limited partnership or certificate of registered series for failure to pay annual tax.

§§ 17-1110. Cancellation of certificate of limited partnership or certificate of registered series for failure to pay annual tax.
(a) The certificate of limited partnership of a domestic limited partnership shall be canceled if the annual tax due under § 17-1109 of this title for the domestic limited partnership is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.
(b) The certificate of registered series of a registered series shall be canceled if the annual tax due under § 17-1109 of this title for the registered series is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.
(c) A list of those domestic limited partnerships and registered series whose certificates of limited partnership or certificates of registered series were canceled on June 1 of such calendar year pursuant to subsection (a) or (b) of this section shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware.
70 Del. Laws, c. 78, §  29;  73 Del. Laws, c. 297, §  12;  76 Del. Laws, c. 104, §  40;  82 Del. Laws, c. 46, § 27;  83 Del. Laws, c. 378, § 6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1201 . Law applicable to statutory public benefit limited partnerships; how formed.

§§ 17-1201 . Law applicable to statutory public benefit limited partnerships; how formed.
This subchapter applies to all statutory public benefit limited partnerships, as defined in § 17-1202(a) of this title. If a limited partnership is formed as or elects to become a statutory public benefit limited partnership in the manner prescribed in this section, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such additional or different requirements shall apply, and notwithstanding § 17-1101 of this title or any other provision of this title, such additional or different requirements imposed by this subchapter may not be altered in the partnership agreement. If a limited partnership is not formed as a statutory public benefit limited partnership, it may become a statutory public benefit limited partnership in the manner specified in its partnership agreement or by amending its partnership agreement and certificate of limited partnership to comply with the requirements of this subchapter.
82 Del. Laws, c. 46, § 30;  83 Del. Laws, c. 63, § 5;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XII. Statutory Public Benefit Limited Partnerships › § 17-1202 . Statutory public benefit limited partnership defined; contents of certificate of limited partnership and partnership agreement.

§§ 17-1202 . Statutory public benefit limited partnership defined; contents of certificate of limited partnership and partnership agreement.
(a) A “statutory public benefit limited partnership” is a for-profit limited partnership formed under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited partnership shall be managed in a manner that balances the partners' pecuniary interests, the best interests of those materially affected by the limited partnership's conduct, and the public benefit or public benefits set forth in its partnership agreement and in its certificate of limited partnership. A statutory public benefit limited partnership shall state in its partnership agreement and in the heading of its certificate of limited partnership that it is a statutory public benefit limited partnership and shall set forth in its partnership agreement and in its certificate of limited partnership 1 or more specific public benefits to be promoted by the limited partnership. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited partnership as set forth in its partnership agreement and in its certificate of limited partnership, the partnership agreement shall control as among the partners and other persons who are party to or otherwise bound by the partnership agreement. A general partner who becomes aware that the specific public benefit or benefits to be promoted by the limited partnership as set forth in its partnership agreement are inaccurately set forth in its certificate of limited partnership, shall promptly amend the certificate of limited partnership. Any provision in the partnership agreement or certificate of limited partnership of a statutory public benefit limited partnership that is inconsistent with this subchapter shall not be effective to the extent of such inconsistency.
(b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than partners in their capacities as partners) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a partnership agreement contemplated by this subchapter.
82 Del. Laws, c. 46, § 30;  83 Del. Laws, c. 63, § 6;