2012 Delaware Code
Title 6 - Commerce and Trade
CHAPTER 17. LIMITED PARTNERSHIPS
Subchapter I. General Provisions
§ 17-101. Definitions.

As used in this chapter unless the context otherwise requires:

(1) "Certificate of limited partnership" means the certificate referred to in § 17-201 of this title, and the certificate as amended.

(2) "Contribution" means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the capacity as a partner.

(3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 17-402 of this title.

(4) "Foreign limited partnership" includes a partnership formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and having as partners 1 or more general partners and 1 or more limited partners.

(5) "General partner" means a person who is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter.

(6) "Knowledge" means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact.

(7) "Limited liability limited partnership" means a limited partnership complying with § 17-214 of this title.

(8) "Limited partner" means a person who is admitted to a limited partnership as a limited partner as provided in § 17-301 of this title or, in the case of a foreign limited partnership, in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the limited partnership is formed.

(9) "Limited partnership" and "domestic limited partnership" mean a partnership formed under the laws of the State of Delaware consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners, and includes, for all purposes of the laws of the State of Delaware, a limited liability limited partnership.

(10) "Liquidating trustee" means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership.

(11) "Partner" means a limited or general partner.

(12) "Partnership agreement" means any agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. A partner of a limited partnership or an assignee of a partnership interest is bound by the partnership agreement whether or not the partner or assignee executes the partnership agreement. A limited partnership is not required to execute its partnership agreement. A limited partnership is bound by its partnership agreement whether or not the limited partnership executes the partnership agreement. A partnership agreement is not subject to any statute of frauds (including § 2714 of this title). A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth therein. A written partnership agreement or another written agreement or writing:

a. May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned (i) if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee, or (ii) without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing; and

b. Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in paragraph (12)a. of this section, or by reason of its having been signed by a representative as provided in this title.

(13) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(14) "Person" means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

(15) "Personal representative" means, as to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof.

(16) "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States other than the State of Delaware.

6 Del. C. 1953, § 1701; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, §§ 1-3; 67 Del. Laws, c. 348, §§ 1, 2; 69 Del. Laws, c. 258, § 1; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 78, § 1; 71 Del. Laws, c. 340, §§ 1, 2; 72 Del. Laws, c. 228, § 1; 73 Del. Laws, c. 73, §§ 1, 2; 73 Del. Laws, c. 297, § 1; 74 Del. Laws, c. 265, § 1; 75 Del. Laws, c. 31, § 1; 75 Del. Laws, c. 414, § 1; 76 Del. Laws, c. 104, §§ 1-3; 76 Del. Laws, c. 386, §§ 1, 2; 77 Del. Laws, c. 288, § 1.;