reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter VIII. Winding Up Partnership Business or Affairs › § 15-805. Statement of dissolution.

§§ 15-805. Statement of dissolution.
(a) After dissolution, a partnership may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business or affairs.
(b) A statement of dissolution cancels a filed statement of partnership existence for the purposes of § 15-303(b) of this title and is a limitation on authority for the purposes of § 15-303(c) of this title.
(c) For the purposes of §§ 15-301 and 15-804 of this title, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of a statement of dissolution 60 days after it is filed.
(d) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership existence which will operate with respect to a person not a partner as provided in § 15-303(b) and (c) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business or affairs.
(e) If a partnership which has dissolved fails or refuses to file a statement of dissolution, any partner or dissociated partner who is or may be adversely affected by the failure or refusal may petition the Court of Chancery to direct the filing. If the Court finds that the statement of dissolution should be filed and that the partnership has failed or refused to do so, it 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 VIII. Winding Up Partnership Business or Affairs › § 15-806. Partner's liability to other partners after dissolution.

§§ 15-806. Partner's liability to other partners after dissolution.
(a) Except as otherwise provided in subsection (b) of this section and § 15-306 of this title, after dissolution a partner is liable to the other partners for the partner's share of any partnership obligation incurred under § 15-804 of this title.
(b) A partner who, with knowledge of the dissolution, causes the partnership to incur an obligation under § 15-804(2) of this title by an act that is not appropriate for winding up the partnership business or affairs is liable to the partnership for any damage caused to the partnership arising from the obligation.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter X. Limited Liability Partnership › § 15-1004. Reinstatement of statement of qualification or statement of foreign qualification.

§§ 15-1004. Reinstatement of statement of qualification or statement of foreign qualification.
(a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation. The application must state:
(1) The name of the partnership and the effective date of the cancellation and, if such name is not available at the time of reinstatement, the name under which the statement of qualification or statement of foreign qualification is to be reinstated; and
(2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the name and address of such new registered agent and the address of the partnership's registered office in the State of Delaware.
(b) A cancellation of a partnership's statement of qualification or statement of foreign qualification pursuant to § 15-111(d) and (i)(4) of this title only affects a partnership's status as a limited liability partnership or a foreign limited liability partnership and is not an event of dissolution of the partnership.
(c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the cancellation, and the partnership's status as a limited liability partnership or a foreign limited liability partnership continues as if the cancellation had never occurred.
75 Del. Laws, c. 416, §  33;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XI. Foreign Limited Liability Partnership › § 15-1101. Law governing foreign limited liability partnership.

§§ 15-1101. Law governing foreign limited liability partnership.
(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of the State of Delaware.
(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in the State of Delaware as a limited liability partnership.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XI. Foreign Limited Liability Partnership › § 15-1102. Statement of foreign qualification.

§§ 15-1102. Statement of foreign qualification.
(a) Before doing business in the State of Delaware, a foreign limited liability partnership shall register with the Secretary of State by filing:
(1) A statement of foreign qualification which must contain:
a. The name of the foreign limited liability partnership which (i) satisfies the requirements of the state, territory, possession or other jurisdiction or country under whose law it is formed, (ii) ends with the words “Registered Limited Liability Partnership” or “Limited Liability Partnership,” the abbreviation “R.L.L.P.” or “L.L.P.” or the designation “RLLP” or “LLP” and (iii) complies with § 15-108(c) and (d) of this title;
b. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title;
c. The number of partners of the partnership; and
d. The future effective date or time (which shall be a date or time certain) of the statement of foreign qualification if it is not to be effective upon the filing of the statement of foreign qualification.
(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.
(b) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or the future effective date or time specified in the statement of foreign qualification. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 15-105(d), § 15-111(d) or § 15-111(i)(4) of this title or revoked pursuant to § 15-1003 of this title.
(c) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on the future effective date or time specified in the amendment or cancellation.
72 Del. Laws, c. 151, §  1;  75 Del. Laws, c. 416, §  34;  77 Del. Laws, c. 289, §  19;  81 Del. Laws, c. 87, § 7;  82 Del. Laws, c. 257, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XI. Foreign Limited Liability Partnership › § 15-1103. Effect of failure to qualify.

§§ 15-1103. Effect of failure to qualify.
(a) A foreign limited liability partnership doing business in the State of Delaware may not maintain an action or proceeding in the State of Delaware until it has in effect a statement of foreign qualification 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 such qualification.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in the State of Delaware or does not impair the right of any other party to a contract to maintain any action, suit or proceeding on the contract.
(c) A limitation on personal liability of a partner is not waived solely by doing business in the State of Delaware without a statement of foreign qualification having been filed.
(d) If a foreign limited liability partnership does business in the State of Delaware without a statement of foreign qualification having been filed, the Secretary of State is its agent for service of process with respect to a right of action arising out of the doing of business in the State of Delaware and service of process may be made in accordance with the procedures set forth in § 15-113 of this title.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XI. Foreign Limited Liability Partnership › § 15-1104. Activities not constituting doing business.

§§ 15-1104. Activities not constituting doing business.
(a) Activities of a foreign limited liability partnership in the State of Delaware which 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 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 in a partnership.
(c) This section does not apply in determining whether a foreign limited liability partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware.
72 Del. Laws, c. 151, §  1;  75 Del. Laws, c. 50, §§  32-37;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XI. Foreign Limited Liability Partnership › § 15-1105. Foreign limited liability partnerships doing business without having qualified; injunctions.

§§ 15-1105. Foreign limited liability partnerships doing business without having qualified; injunctions.
(a) The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited liability partnership has failed to register under this subchapter or if such foreign limited liability partnership's statement of foreign qualification contains false or misleading representations. The Attorney General shall, upon his or her own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited liability partnership is doing or has done business.
(b) Any foreign limited liability partnership doing business in the State of Delaware without first having registered shall pay to the Secretary of State a fee of $200 for each year or part thereof during which the foreign limited liability partnership failed to register in the State of Delaware.
72 Del. Laws, c. 151, §  1;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XII. Miscellaneous Provisions › § 15-1201. Uniformity of application and construction.

§§ 15-1201. Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy 1 or more requirements prescribed by such other provision.
72 Del. Laws, c. 151, §  1;  77 Del. Laws, c. 59, §  16;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XII. Miscellaneous Provisions › § 15-1203. Severability clause.

§§ 15-1203. Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XII. Miscellaneous Provisions › § 15-1205. Repeals.

§§ 15-1205. Repeals.
Except with respect to limited partnerships (see 6 Del. C. § 17-1105), effective January 1, 2002, the Delaware Uniform Partnership Law, 6 Del. C. §§ 1501-1553 is repealed.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XII. Miscellaneous Provisions › § 15-1206. Applicability.

§§ 15-1206. Applicability.
(a) Before January 1, 2002, this chapter governs only a partnership formed:
(1) After the effective date of this chapter, except a partnership that is continuing the business of a dissolved partnership under 6 Del. C. § 1541; and
(2) Before the effective date of this chapter, that elects, as provided by subsection (c) of this section, to be governed by this chapter.
(b) On and after January 1, 2002, this chapter governs all partnerships.
(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within 1 year before the partnership's election to be governed by this chapter only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
72 Del. Laws, c. 151, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XII. Miscellaneous Provisions › § 15-1209. Cancelation of statement of partnership existence for failure to pay annual tax.

§§ 15-1209. Cancelation of statement of partnership existence for failure to pay annual tax.
(a) The statement of partnership existence of a partnership shall be canceled if the partnership shall fail to pay the annual tax due under § 15-1208 of this title 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) A list of those partnerships whose statement of partnership existence were canceled on June 1 of such calendar year pursuant to § 15-1209(a) of this title 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.
(c) A partnership whose statement of partnership existence has been canceled and has not been revived pursuant to § 15-1210 of this title shall be deemed, from the date such cancellation became effective, to be a partnership that has not filed a statement of partnership existence.
72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 296, §  9;  75 Del. Laws, c. 50, §  38;  76 Del. Laws, c. 106, §  21;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT › Subchapter XII. Miscellaneous Provisions › § 15-1210. Revival of statement of partnership existence.

§§ 15-1210. Revival of statement of partnership existence.
(a) A statement of partnership existence that has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) or § 15-1209(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival accompanied by the payment of the fee required by § 15-1207 of this title and payment of the annual tax due under § 15-1208 of this title and all penalties and interest thereon due at the time of the cancellation of its statement of partnership existence. The certificate of revival shall set forth:
(1) The name of the partnership at the time its statement of partnership existence was canceled and, if such name is not available at the time of revival, the name under which the partnership is to be revived;
(2) The date of filing of the original statement of partnership existence of the partnership;
(3) The address of the partnership's registered office in the State of Delaware and the name and address of the partnership's registered agent in the State of Delaware;
(4) A statement that the certificate of revival is filed by 1 or more partners of the partnership authorized to execute and file the certificate of revival to revive the partnership; and
(5) Any other matters the partner or partners executing the certificate of revival determine to include therein.
(b) The certificate of revival shall be deemed to be an amendment to the statement of partnership existence of the partnership, and the partnership shall not be required to take any further action to amend its statement of partnership existence under § 15-105 of this title with respect to the matters set forth in the certificate of revival.
(c) Upon the filing of a certificate of revival, the statement of partnership existence of the partnership shall be revived with the same force and effect as if its statement of partnership existence had not been canceled pursuant to § 15-111(d) or § 15-111(i)(4) or § 15-1209(a) of this title.
72 Del. Laws, c. 151, §  1;  75 Del. Laws, c. 50, §§  39-41;  75 Del. Laws, c. 416, §§  35, 36;  77 Del. Laws, c. 78, §  13;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter I. General Provisions › § 17-103. Reservation of name.

§§ 17-103. Reservation of name.
(a) The exclusive right to the use of a name may be reserved by:
(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(2) Any person intending to form a registered series of a limited partnership under this chapter and to adopt that name in accordance with § 17-221(e) of this title;
(3) Any domestic limited partnership or any foreign limited partnership registered in the State of Delaware which, in either case, proposes to change its name;
(4) Any foreign limited partnership intending to register in the State of Delaware and adopt that name; and
(5) Any person intending to organize a foreign limited 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 by a domestic or foreign limited partnership, the Secretary shall reserve the name for the exclusive use of the applicant 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 may be transferred to any other person by filing in the Office of 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 § 17-1107(a)(1) 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.
6 Del. C. 1953, §  1705;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  3;  70 Del. Laws, c. 186, §  1;  82 Del. Laws, c. 46, § 3;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter I. General Provisions › § 17-107. Business transactions of partner with the partnership.

§§ 17-107. 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 limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
6 Del. C. 1953, §  1713;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  5;  69 Del. Laws, c. 258, §  4;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter I. General Provisions › § 17-108. Indemnification.

§§ 17-108. Indemnification.
Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited 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.
65 Del. Laws, c. 188, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter I. General Provisions › § 17-111. Interpretation and enforcement of partnership agreement.

§§ 17-111. Interpretation and enforcement of partnership agreement.
Any action to interpret, apply or enforce the provisions of a partnership agreement, or the duties, obligations or liabilities of a limited partnership to the partners of the limited partnership, or the duties, obligations or liabilities among partners or of partners to the limited partnership, or the rights or powers of, or restrictions on, the limited partnership or partners, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, may be brought in the Court of Chancery.
69 Del. Laws, c. 258, §  6;  77 Del. Laws, c. 69, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter I. General Provisions › § 17-112. Judicial cancellation of certificate of limited partnership; proceedings.

§§ 17-112. Judicial cancellation of certificate of limited partnership; proceedings.
(a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to cancel the certificate of limited partnership of any domestic limited partnership for abuse or misuse of its limited partnership powers, privileges or existence. The Attorney General shall proceed for this purpose in the Court of Chancery.
(b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any domestic limited partnership whose certificate of limited partnership shall be canceled by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its partners and creditors.
82 Del. Laws, c. 46, § 6;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter II. Formation; Certificate of Limited Partnership › § 17-201. Certificate of limited partnership.

§§ 17-201. Certificate of limited partnership.
(a) In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth:
(1) The name of the limited partnership;
(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-104 of this title;
(3) The name and the business, residence or mailing address of each general partner; and
(4) Any other matters the partners determine to include therein.
(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited partnership's certificate of limited partnership.
(c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.
(d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the partnership agreement.
(e) A certificate of limited partnership substantially complies with § 17-201(a)(2) of this title if it contains the name of the registered agent and the address of the registered office even if the certificate of limited partnership does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent.
6 Del. C. 1953, §  1702;  59 Del. Laws, c. 105, §  1;  59 Del. Laws, c. 422, §  4;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  67 Del. Laws, c. 348, §  7;  76 Del. Laws, c. 104, §  10;  78 Del. Laws, c. 272, §  2;  81 Del. Laws, c. 88, § 7;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter II. Formation; Certificate of Limited Partnership › § 17-205. Execution, amendment or cancellation by judicial order.

§§ 17-205. Execution, amendment or cancellation by judicial order.
(a) If a person required by § 17-204 of this title to execute any 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 certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate 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, it shall enter an order granting appropriate relief.
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 II. Formation; Certificate of Limited Partnership › § 17-207. Liability for false statement.

§§ 17-207. Liability for false statement.
(a) If any certificate authorized to be filed under this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
(1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and
(2) Any general partner that filed the certificate, who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend, correct or cancel the certificate, or to file a petition for its amendment, correction or cancellation, before the statement was reasonably relied upon.
(b) No general partner shall have any liability for failing to cause the amendment, correction or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction or cancellation pursuant to subsection (a) of this section if the certificate of amendment, certificate of correction, certificate of cancellation or petition is filed within 90 days of when that general partner knew or should have known to the extent provided in subsection (a) of this section that the statement in the certificate was false in any material respect.
6 Del. C. 1953, §  1706;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §§  13-15;  70 Del. Laws, c. 78, §  15;  70 Del. Laws, c. 362, §  7;  71 Del. Laws, c. 78, §  13;  74 Del. Laws, c. 104, §  12;  76 Del. Laws, c. 104, §  17;  82 Del. Laws, c. 46, § 11;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter II. Formation; Certificate of Limited Partnership › § 17-208. Notice.

§§ 17-208. Notice.
The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 17-201(a)(1)-(3) or § 17-1202 of this title and by § 17-202(f) of this title and which are permitted to be set forth in a certificate of limited partnership by § 17-218(b) or § 17-221(b) of this title. The fact that a certificate of registered series is on file in the office of the Secretary of State is notice that the registered series named in such certificate of registered series has been formed pursuant to § 17-221 of this title and is notice of all other facts set forth therein which are required to be set forth in a certificate of registered series by § 17-221(d) of this title.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  17;  70 Del. Laws, c. 362, §  8;  82 Del. Laws, c. 46, § 12;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter II. Formation; Certificate of Limited Partnership › § 17-209. Delivery of certificates to limited partners.

§§ 17-209. Delivery of certificates to limited partners.
Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires.
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 II. Formation; Certificate of Limited Partnership › § 17-212. No statutory appraisal rights.

§§ 17-212. No statutory appraisal rights.
Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights shall be available with respect to a partnership interest or another interest in a limited partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited 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 or a plan of division.
69 Del. Laws, c. 258, §  19;  73 Del. Laws, c. 297, §  5;  76 Del. Laws, c. 104, §  22;  77 Del. Laws, c. 288, §  18;  82 Del. Laws, c. 46, § 15;  82 Del. Laws, c. 258, § 5;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter II. Formation; Certificate of Limited Partnership › § 17-213. Certificate of correction.

§§ 17-213. Certificate of correction.
(a) Whenever any certificate authorized to be filed with the office of 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 certificate may be corrected by filing with the office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed except as to those persons who are substantially and adversely affected by the correction, and as to those persons, the certificate of correction shall be effective from the filing date.
(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary of State for a certificate of correction as prescribed by § 17-1107 of this title 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 certificate. The corrected 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 certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed except as to those persons who are substantially and adversely affected by the correction and, as to those persons, the certificate as corrected shall be effective from the filing date.
69 Del. Laws, c. 258, §  20;  71 Del. Laws, c. 78, §  14;  81 Del. Laws, c. 356, § 3;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter III. Limited Partners › § 17-304. Person erroneously believing himself or herself limited partner.

§§ 17-304. Person erroneously believing himself or herself limited partner.
(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he or she has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake:
(1) In the case of a person who wishes to be a limited partner, he or she causes an appropriate certificate to be executed and filed; or
(2) In the case of a person who wishes to withdraw from the partnership, that person takes such action as may be necessary to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:
(1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to the person as a general partner; and
(2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.
6 Del. C. 1953, §  1711;  59 Del. Laws, c. 105, §  1;  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 III. Limited Partners › § 17-306. Remedies for breach of partnership agreement by limited partner.

§§ 17-306. Remedies for breach of partnership agreement by limited partner.
A partnership agreement may provide that:
(1) A limited partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences; and
(2) At the time or upon the happening of events specified in the partnership agreement, a limited partner shall be subject to specified penalties or specified consequences.
Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.
67 Del. Laws, c. 348, §  18;  73 Del. Laws, c. 73, §  21;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IV. General Partners › § 17-401. Admission of general partners.

§§ 17-401. Admission of general partners.
(a) A person may be admitted to a limited partnership as a general 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 general 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 general 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. Nothing contained in this subsection shall affect the first sentence of § 17-403(b) of this title.
(b) After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the consent of each partner.
(c) Unless otherwise provided in a partnership agreement or another agreement, a general partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a limited partnership.
63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §  37;  67 Del. Laws, c. 348, §  19;  69 Del. Laws, c. 258, §  32;  71 Del. Laws, c. 78, §  35;  73 Del. Laws, c. 297, §  8;  80 Del. Laws, c. 269, § 5;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter IV. General Partners › § 17-404. Contributions by a general partner.

§§ 17-404. Contributions by a general partner.
A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner.
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 IV. General Partners › § 17-406. Remedies for breach of partnership agreement by general partner.

§§ 17-406. Remedies for breach of partnership agreement by general partner.
A partnership agreement may provide that (1) a general partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in the partnership agreement, a general partner shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.
67 Del. Laws, c. 348, §  20;  73 Del. Laws, c. 73, §  25;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter V. Finance › § 17-501. Form of contribution.

§§ 17-501. 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.
6 Del. C. 1953, §  1704;  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 › § 17-502. Liability for contribution.

§§ 17-502. Liability for contribution.
(a) (1) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if that partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made.
(2) The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law.
(b) (1) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return.
(2) A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.
(c) A partnership agreement may provide that the interest of any partner who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting partner's proportionate interest in the limited partnership, subordinating the partnership interest to that of nondefaulting partners, a forced sale of his or her partnership interest, forfeiture of that partnership interest, the lending by other partners of the amount necessary to meet his or her commitment, a fixing of the value of that partnership interest by appraisal or by formula and redemption or sale of the partnership interest at such value, or other penalty or consequence.
6 Del. C. 1953, §  1717;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  66 Del. Laws, c. 316, §§  46-49;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter V. Finance › § 17-503. Allocation of profits and losses.

§§ 17-503. Allocation of profits and losses.
The profits and losses 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, profits and losses shall be allocated 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;