Delaware General Assembly

CHAPTER 420

FORMERLY

HOUSE BILL NO. 714

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE BY ADOPTING THE REVISED UNIFORM LIMITED PARTNERSHIP ACT, AS MODIFIED CONSISTENT WITH DELAWARE PRACTICE, RELATING TO THE CREATION, REGULATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS, AS WELL AS THE REGULATION OF FOREIGN LIMITED PARTNERSHIPS.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE:

Section 1. Amend Chapter 17, Title 6, Delaware Code, by adding thereto new Section 17-101 through 17-1106 which shall read as follows:

"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 Section 17-201, 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 limited partnership in his 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 Section 17-402.

(4) 'Foreign limited partnership' includes a partnership formed under the laws of any State, territory, possession, the District of Columbia, the Commonwealth of Puerto Rico or jurisdiction other than the State of Delaware or under the laws of any foreign country and having as partners one or more general partners and one or more limited partners.

(5) 'General partner' means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument of the State or foreign country under which the limited partnership is organized it so required.

(6) 'Limited partner' means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument of the State or foreign country under which the limited partnership is organized if so required.

(7) 'Limited partnership' and 'domestic limited partnership' mean a partnership formed by 2 or more persons under the laws of the State of Delaware and having one or more general partners and one or more limited partners.

(8) 'Partner' means a limited or general partner.

(9) 'Partnership agreement' means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) 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.

(11) 'Person' means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.

(12) 'State' means a State, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

§17-102. Name

The name of each limited partnership as set forth in Its certificate of limited partnership:

(1) shall contain the words 'Limited Partnership' or the abbreviaton 'L.P.';

(2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;

(3) may not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership;

(4) must be such as to distinguish it upon the records in the Office of the Secretary of State from the name of any corporation or limited partnership reserved, registered or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation or limited partnership in the State of Delaware, provided, however, that a limited partnership may register under any name which is not such as to distinguish it upon the records in the Office of the Secretary of State from the name of any domestic or foreign corporation or limited partnership reserved, registered or organized under the laws of the State of Delaware with the consent of the other corporation or limited partnership, which written consent shall be filed with the Secretary of State; and

(5) may contain the following words: 'Company', 'Association', 'Club', Foundation', 'Fund', 'Institute', 'Society', 'Union' or 'Syndicate' (or abbreviations of like import).

§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 domestic limited partnership or any foreign limited partnership registered in the State of Delaware which, in either case, proposes to change its name;

(3) any foreign limited partnership intending to register in the State of Delaware and adopt that name; and

(1) 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 and specifying 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, he 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 and specifying the name and address of the transferee.

(c) A fee as set forth in §17-1107 (1) 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 of any such reservation.

§17-104. Registered Office and Registered Agent

(a) Each limited partnership shall have and maintain in the State of Delaware:

(1) a registered office, which may but need not be a place of its business in the State of Delaware; and

(2) a registered agent for service of process on the limited partnership, which agent may be either an individual resident of the State of Delaware whose business office is identical with the limited partnership's registered office, or a domestic corporation, or a foreign corporation authorized to do business in the Stee of Delaware having a business office identical with such registered office, or the limited partnership itself.

(b) A registered agent may change the address of the registered office of the limited partnership(s) for which he is registered agent to another address in the State of Delaware by paying a fee as set forth in §17-1107 (2) and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the names of all the limited partnerships represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such limited partnerships, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the limited partnerships recited in the certificate. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under his hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the State of Delware of each of the limited partnerships recited in the certificate shall be located at the new address of the registered agent thereof as given in the certificate. Filing of such certificate shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto, to amend its certificate of limited partnership under Section 17-202. Any registered agent filing a certificate under this Section shall promptly, upon such filing, deliver a copy of any such certificate to each limited partnership affected thereby.

(c) The registered agent of one or more limited partnerships may resign and appoint a successor registered agent by paying a fee as set forth in §17-1107 (2) and filing a certificate with the Secretary of State, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected limited partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such limited partnerships as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate shall become the address of each such limited partnership's registered office in the State of Delaware. The Secretary of State shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto, to amend its certificate of limited partnership under Section 17-202.

(d) The registered agent of one or more limited partnerships may resign without appointing a successor registered agent by paying a fee as set forth in §17-1107 (2) and filing a certificate with the Secretary of State stating that it resigns as registered agent for such limited partnerships as are identified in the certificate but such resignation shall not become effective until 60 days after the certificate is filed. There shall be attached to such certifcate an affidavit of such registered agent, if an individual, or of the president, a vice-president or the secretary thereof if a corporation, that at least 30 days prior to the date of the filing of said certificate notice was sent by certified or registered mail to each limited partnership for which such registered agent is resigning as registered agent, at the principal office thereof within or outsdie the State of Delaware, if known to such registered agent or, if not, to the last known address of the attorney or other individual at whose request such registered agent was appointed for such limited partnership, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the limited partnership for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such limited partnership fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 60 days after the filing by the registered agent of the certificate of resignation, the certificate of such limited partnership shall be deemed to be cancelled. After the resignation of the registered agent shall have become effective as provided in this Section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the limited partnership for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with §17-105 of this title.

§17-105. Service of Process on Domestic Limited Partnerships

(a) Service of legal process upon any domestic limited partnership shall be made by delivering a copy personally to any managing or general agent or general partner of the limited partnership in the State of Delaware or the registered agent of the limited partnership in the State of Delaware, or by leaving it at the dwelling house or usual place of abode in the State of Delaware of any such managing or general agent, general partner or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the limited partnership in the State of Delaware. If the registered agent be a corporation, service of process upon it as such may be made by serving, in the State of Delaware, a copy thereof on the president, vice-president, secretary, assistant secretary, or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any officer, managing or general agent, general partner or registered agent, or at the registered office or other place of business of the limited partnership in the State of Delaware, to be effective must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in his return thereto. Process returnable forthwith must be delivered personally to the officer, managing or general agent, general partner or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by susbsection (a), it shall be lawful to serve the process against the limited partnership upon the Secretary of State, and the service shall be as effectual to all intents and purposes as if made in any of the ways provided for in subsection (a). Within 2 business days after service upon the Secretary of State, it shall be the duty of the Secretary of State to notify the limited partnership thereof by letter directed to the limited partnership at its last registered office, in which letter shall be enclosed a copy of the process or other papers served. It shall be the duty of the plaintiff in any action in which the process shall be issued, to pay to the Secretary of State, for use of the State of Delaware, the sum of $25, which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Secretary of State shall alphabetically enter in the 'process book' the name of the plaintiff and defendant, the title of the action in which process has been served upon him, the text of the process so served and the return day thereof, and the day and hour when the service was made.

§17-106. Nature of Business

A limited partnership may carry on any business that a partnership without limited partners may carry on except the business of granting policies of insurance, or assuming insurance risks or banking (as defined in Title 8, Section 126).

§17-107. Business Transactions of Partner with the Partnership

Except as provided in the partnership agreement, a partner may lend money to 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.

Subchapter II. Formation; Certificate of Limited Partnership

§17-201. Certificate of Limited Partnership

(a) In order to form a limited partnership two or more persons must execute a certificate of limited partnership. The certificate shall be filed in the Office of the Secretary of State and set forth:

(1) the name of the limited partnership;

(2) the nature of the business to be conducted or promoted;

(3) the address of the registered office and the name and address of the registered agent for service of process required to be maintained by Section 17-104;

(4) the name and the business or residence address of each partner (specifying separately the general partners and limited partners);

(5) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute in the future;

(6) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(7) any power of a limited partner to grant the right to become a limited partner to an assignee of any part of his partnership interest, and the terms and conditions of the power;

(8) if agreed upon, the time at which or the events on the happening of which a partner may withdraw from the limited partnership and the amount of, or the method of determining, the distribution to which he may be entitled respecting his partnership interest, and the terms and conditions of the withdrawal and distribution;

(9) any right of a partner to receive distributions of property, including cash from the limited partnership;

(10) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution;

(11) any time at which or events upon the happening of which the limited partnership is to be dissolved and its affairs wound up;

(1) any right of the remaining general partners to continue the partnership on the happening of an event of withdrawal of a general partner; and

(2) 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 time specified in the certificate of limited partnership if, in either case, thre has been substantial compliance with the requirements of this Section.

(c) The filing of the certificate in the Office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this Title.

§17-202. Amendment to Certificate

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment shall set forth:

(1) the name of the limited partnership; and

(2) the amendment to the certificate.

(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any matter described has changed making the certificate Inaccurate in any material respect, shall promptly amend the certificate, but an amendment to show a change of address of a limited partner need be filed only once every 12 months.

(c) Notwithstanding the requirements of subsection (b) of this Section, no later than 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:

(1) a change In the amount or character of the contribution of any partner, or In any partner's obligation to make a contribution, or in the time set for the return of such contribution;

(2) the admission of a new partner;

(3) the withdrawal of a partner;

(4) the continuation of the partnership under Section 17-801 after an event of withdrawal of a general partner; or

(5) a change in the name of the limited partnership, or a change In the address of the registered office or a change in the name or address of the registered agent.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(e) Unless otherwise provided in this Chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary of State.

§17-203. Cancellation of Certificate

A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership, or at any other time there are no limited partners, or as specified in Section 17-104(d). A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:

(1) the name of the limited partnership;

(2) the date of filing of its certificate of limited partnership;

(3) the reason for filing the certificate of cancellation;

(4) the future effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information the general partners determine.

§17-204. Execution of Certificates

(a) Each certificate required by this Subchapter to be filed in the Office of the Secretary of State shall be executed in the following manner:

(1) an initial certificate of limited partnership must be signed by all partners named therein;

(2) a certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate of amendment as a new partner or Whose contribution Is described as having been Increased; and
Chapter 420

(b) Any person may sign any certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission, or increased contribution, of a partner must describe the admission or increase. Powers of attorney relaitng to the signing of a certificate by an attorney-in-fact need not be filed in the Office of the Secretary of State, but must be retained by a general partner.

(c) The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that the facts stated therein are true and that any power of attorney used In connection with the execution of the certificate is in proper form and substance.

§17-205. Amendment or Cancellation by Judicial Act

If a person required by Section 17-204 to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, or any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the Court of Chancery to direct the amendment or cancellation. If the court finds that the amendment or cancellation 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 of amendment or cancellation.

§17-206. Filing in Office of Secretary of State

(a) The original signed copy, together with a duplicate copy, which may be either a signed or conformed copy, of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:

(1) certify that the certificate of limited partnership, the certificate of amendment or the certificate of cancellation (or of any judicial decree of amendment or cancellation) has been filed in his office by endorsing upon the original certificate the word Tiled', 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 certificate; and

(3) return the duplicate copy, similarly certified, to the person who filed it or his representative.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the Office of the Secretary of State, or upon the future effective date of a certificate of amendment (or judicial decree thereof), as provided for therein, the certificate of limited partnership shall be amended as set forth therein. Upon the filing of a certificate of cancellation (or a judicial decree thereof), or upon the future effective date of a certificate of cancellation (or a judicial decree thereof), as provided for therein, or as specified in Section 17-104(d), the certificate of limited partnership is cancelled.

(c) A fee as set forth in §17-1107 (3) shall be paid at the time of the filing of a certificate of limited partnership, a certificate of amendment and a certificate of cancellation.

(d) A fee as set forth in §17-1107 (4) shall be paid for a certified copy of any paper on file as provided for by this Chapter, and a fee as set forth in §17-1107(5) shall be paid for each page copied.

§17-207. Liability for False Statement in Certificate

(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

(1) any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who 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 who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner has sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.

(b) No person shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file petition for its amendment or cancellation pursuant to subsection (a) of this Section if the certificate of amendment, certificate of cancellation or petition is filed within 30 days of when that person knew or should have known that the statement in the certificate was inaccurate in any material respect.

§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 the persons designated therein as limited partners ae limited partners, and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by Section 201(a)(1) through (12).

§17-209. Delivery of Certificates to Limited Partners

Upon the return by the Secretary of State pursuant to Section 17-207 of a certificate marked Tiled', the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment to each limited partner unless the partnership agreement provides otherwise.

§17-210. Restated Certificate of Limited Partnership

(a) A limited partnership may, whenever desired, integrate into a single Insturment all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State one or more certificates or other instruments pursuant to any of the sections referred to in this subchapter and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this subchapter, it shall be executed and filed by a general partner in the Office of the Secretary of State. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be executed and filed in the Office of the Secretary of State by at least one general partner and by each other partner designated in the restated certificate of limited partnership as a new partner or whose contribution is described as having been increased.

(c) A restated certificate of limited partnership shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, the name under which ft was originally filed, and the date of filing of its original certificate of limited partnership with the Secretary of State. A restated certificate shall also state that it was duly executed and filed in accordance with the provisions of this section. If it was executed by a general partner alone because it only restates and integrates and does not further amend the provisions of the limited partnership's certificate of limited partnership as theretofore amended or supplmented and there is no discrepancy between those provisions and the provisions of the restated certificate, it shall state that fact as well.

(d) Upon the filing of the restated certificate of limited partnership with the Secretary of State, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

Subchapter III. Limited Partners

§17-301. Admission of Additional Limited Partners

(a) After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as an additional limited partner:

(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in Section 17-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

(b) In each case under subsection (a), the person acquiring the partnership Interest becomes a limited partner only upon amendment of the certificate of limited partnership reflecting that fact.

§17-302. Voting

Subject to Section 17-903, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on • per capita or other basis) upon any matter.

§17-303. Liability to Third Parties

(a) Except as provided In Section 17-207(a)(1) and In subsection (d) of this Section, a limited partner Is not liable for the obligations of • limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(b) A limited partner does not participate In the control of the business within the meaning of subsection (a) by virtue of his possessing or exercising one or more of the following powers:

(1) to be a contractor for or an agent or employee of the limited partnership or of a general partner;

(2) to consult with or advise a general partner with respect to the business of the limited partnership;

(3) to act as surety for the limited partnership;

(4) to approve or disapprove an amendment to the partnership agreement;

(5) to vote on one or more of the following matters:

(i) the dissolution and winding up of the limited partnership;

(ii) the sale, exchange, lease, mortgage, pledge, or other transfer of a material portion of the assets of the limited partnership;

(iii) the incurrence of material indebtedness by the limited partnership;

(iv) a change in the nature of the business;

(v) the removal of a general partner; or

(vi) the admission of a general partner or a limited partner; or,

(6) to approve or disapprove, by voting or otherwise, such material matters related to the business of the partnership as shall be stated in the certificate of limited partnership and in the partnership agreement.

(c) The enumeration In subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the control of the business of the limited partnership.

(d) A limited partner who knowingly permits his name to be used In the name of the limited partnership, except under circumstances permitted by Section 17-102(2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner Is not a general partner.

§17-304. Person Erroneously Believing Himself Limited Partner

(a) Except as provided In subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he 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 distributors from the partnership or exercising any rights of a limited partner, if, on ascertaining the mistake:

(1) in the case of a person who wishes to be a limited partner, he causes an appropriate certificate to be executed and filed; or

(2) in the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.

(b) A person who makes a contribution under the circumstances described in subsection (a) 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):

(1) if such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and

(2) if the third party actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.

§17-305. Information

Each limited partner has the right, subject to such reasonable standards as may be set forth in the partnership agreement, to obtain from the general partners from time to time upon reasonable demand (i) ture and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year, (iii) a current list of the full name and last known business or residence address of each partner set forth in alphabetical order, and a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed, and (iv) other information regarding the affairs of the limited partnership as is just and reasonable.

Subchapter IV. General Partners

§17-401. Admission of Additional General Partners

After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the certificate of limited partnership, additional general partners may be admitted only with the specific written consent of each partner.

17-402. Events of Withdrawal

A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) the general partner withdraws from the limited partnership as provided in Section 17-602;

(2) the general partner ceases to be a member of the limited partnership as provided in Section 17-702;

(3) the general partner is removed as a general partner in accordance with the partnership agreement;

(4) unless otherwise provided in the certificate of limited partnership, or with the specific written consent of all partners, the general partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudged a bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(5) unless otherwise provided in the certificate of limited partnership, or with the specific written consent of all partners, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6) in the case of a general partner who is a natural person, (i) his death; or (ii) the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;

(7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10) in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

§17-403. General Powers and Liabilities

Except as provided in this Chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.

§17-404. Contributions by a General Partner

A general partner of a limited partnership may make contribution to the 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 bot a general partner and 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 participation in the partnership as a limited partner.

§17-405. Voting

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.

Subchapter V. Finance

§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.

§17-502. Liability for Contributions

(a) Except as provided in the certificate of limited partnership, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he 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 is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the certificate of limited partnership) of the stated contribution that has not been made.

(b) 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, or whose claim arises, after the filing of the certificate of limited partnership or an amendment thereto which, in either case, reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.

§17-503. Sharing of Profits and Losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes 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 value (as stated in the certificatre of limited partnership) of the contributions made by each partner to the extent they have been received bythe partnership and have not been returned.

§17-504. Sharing of Distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes 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 value (as stated in the certificate of limited partnership) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

Subchapter VI. Distributions and Withdrawal

§17-601. Interim Distributions

Except as provided in this Subchapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof:

(1) to the extent and at the times or upon the happening of the events specified in the partnership agreement; and

(2) if any distribution constitutes a return of any part of his contribution under Section 17-608(c), to the extent and at the times or upon the happening of the events specified in the certificate of limited partnership.

§17-602. Withdrawal of General Partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, 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 him.

§17-603. Withdrawal of Limited Partner

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the certificate of limited partnership and in accordance with the partnership agreement. If the certificate does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his address as set forth in the certificate of limited partnership filed in the Office of the Secretary of State.

§17-604. Distribution Upon Withdrawal

Except as provided in this Subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the Ilmtied partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

§17-605. Distribution in Kind

Except as provided in the certificate of limited partnership, a partner, regardless of the nature of his 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 to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.

§17-606. Right to Distribution

Subject to Sections 17-607 and 17-804, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

17-607. Limitations on Distribution

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

§17-608. Liability Upon Return of Contribution

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this Chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this Chapter, he is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.

(c) A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value (as set forth in the certificate of limited partnership) of his contribution which has not been distributed to him.

Subchapter VII. Assignment of Partnership Interests

§17-701. Nature of Partnership Interest

A partnership interest is personal property.

§17-702. Assignment of Partnership Interest

Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Unless otherwise provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.

§17-703. Rights of Creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the Judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This Chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

§17-704. Right of Assignee to Become Limited Partner

(a) An assignee of a partnership interest, inlcuding an assignee of a general partner, may become a limited partner if and to the extent that:

(1) the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership; or

(2) all other partners consent.

(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 laibilities, of a limited partner under the partnership agreement and this Chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided In Subchapters V and VI. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate of limited partnership or the partnership agreement.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Sections 17-207 and 17-502.

§17-705. Power of Estate of Deceased or Incompetent Partner

If a partner who is an individual dies or a court of competent Jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right 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 legal representative or successor.

Subchapter VIII. Dissolution

§17-801. Dissolution

A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) at the time or upon the happening of events specified in the certificate of limited partnership;

(2) written consent of all partners;

(3) an event of withdrawal of a general partner unless at the time there Is at least one other general partner and the certificate of limitied partnership permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one or more additional general partners if necessary or desired; or

(4) entry of a decree of judicial dissolution under Section 17-802.

§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.

§17-803. Winding Up

Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, 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, his legal representative, or assignee.

§17-804. Distribution of Assets

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) to creditors, including partners who are creditors, to the extent othewise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under Section 17-601 or 17-604;

(2) unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Section 17-601 or 17-604; and

(3) unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.

Subchater IX. Foreign Limited Partnerships

§I7-901. 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 Section 17-106.

§17-902. Registration

Before doing business in the State of Delaware, a foreign limited partnership shall register with the Secretary of State. The order to register, a foreign limited partnership shall submit to the Secretary of State:

(a) An original copy executed by a general partner, together with a duplicate copy, of an application for registration as a foreign limited partnership, setting forth:

(1) 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;

(2) the State, territory, possession or other jurisdiction or country where organized, the date of its organization, and a statement issued by an appropriate authority in such jurisdiction that the foreign limited partnership exists in good standing under the laws of the jurisdiction of Its organization;

(3) the nature of the business or purposes to be conducted or promoted in the State of Delaware;

(4) the address of the registered office and the name and address of the registered agent for service of process required to be maintained by Section 17-904(b);

(5) 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 Section 17-910(b);

(6) if the certificate of limited partnership or similar instrument of the state or country under which the foreign limited partnership is organized is not filed in a public record in that jurisdiction or, if filed, is not required to include the names and business or residence addresses of each of the partners, a list of the names and addresses; and

(7) the date on which the foreign limited partnership first did, or intends to do, business in the State of Delaware.

(b) A fee as set forth in §17-1107(6) shall be paid.

§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, he shall:

(1) certify that the application has been filed in his 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 duplicate of the application, similarly certified, shall be returned to the person who filed the application or his representative.

(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.

§17-904. Name, Registered Office and Registered Agent

(a) A foreign limited partnership may register with the Secretary of State under any name (whether or not it is the name under which is is registered in the jurisdiction of its organization) that includes the words 'Limited Partnership' or the abbreviation 'L.P.' and that could be registered by a domestic limited partnership; provided, however, that a foreign limited partnership may register under any name which is not such as to distinguish it upon the records in the Office of the Secretary of State from the name of any domestic or foreign corporation or limited partnership reserved, registered or organized under the laws of the State of Delaware with the consent of the other corporation or limited partnership, which written consent shall be filed with the Secretary of State.

(b) Each foreign limited partnership shall have and maintain in the State of Delaware:

(1) a registered office which may but need not be a place of its business in the State of Delaware; and

(2) a registered agent for service of process on the limited partnership, which agent may be either an individual resident of the State of Delaware whose business office is identical with the limited partnership's registered office, or a domestic corporation, or a foreign corporation authorized to do business in the State of Delaware having a business office identical with such registered office, or the limited partnership itself.

(c) A registered agent may change the address of the registered office of the foreign limited patnership(s) for which he is registered agent to another address in the State of Delaware by paying a fee as set forth in §17-1107(7) and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the names of all the foreign limited partnerships represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such foreign limited partnerships, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the foreign limited partnerships recited in the certificate. Upon the filing of such certificate, the Sccrcrary of Stiate shall furnish to the registered agent a certified copy of the same under his hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered arrive in the State of Delaware of each of the foroign limited partnerships recited in the certificate shell 5e located at the new address of the registered agent thereof as given in the certificate. Filing of such certificate shall be deemed to be an amendment of the application of each foreign limited partnership affected thereby and each foreign limited partnership shall not be required to take any further action with respect thereto, to amend its application under Section 17-905. Any registered agent filing a certificate under this Section shall promptly, upon such filing, deliver a copy of any such certificate to each foreign limited partnership affected thereby.

(d) The registered agent of one or more foreign limited partnerships may resign and appoint a successor registered agent by paying a fee as set forth in §I7-1107(7) and filing a certificate with the Secretary of State, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected foreign limited partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such foreign limited partnershis as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such foreign limited partnership's registered office in the State of Delaware. The Secretary of State shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the application of each foreign limited partnership affected thereby and each such foreign limited partnership shall not be required to take any further action with respect thereto, to amend its application under Section 17-905.

(e) The registered agent of one or more foreign limited partnerships may resign without appointing a successor registered agent by paying a fee as set forth in §17-1107(7) and filing a certificate with the Secretary of State stating that it resigns as registered agent for such foreign limited partnerships as are identified in the certificate, but such resignation shall not become effective until 60 days after the certificate is filed. There shall be attached to such certificate an affidavit of such registered agent, if an individual, or of the president, a vice-president or the secretary thereof if a coproration, that at least 30 days prior to the date of the filing of said certificate, notice was sent by certified or registered mail to each foreign limited partnership for which such registered agent is resigning as registered agent, at the principal office thereof within or outside the State of Delaware, if known to such registered agent or, if not, to the last known address of the attorney or other individual at whose request such registered agent was appointed for such foreign limited partnership, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the foreign limited partnership for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. if such foreign limited partnership fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 60 days after the filing by the registered agent of the certificate of resignation, such foreign limited partnership shall not be permitted to do business in the State of Delaware and its registration shall be deemed to be cancelled. After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the foreign limited partnership for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with §17-911 of this title.

§17-905. Changes and Amendments

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 applicatin inaccurate 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(6).

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(6). 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.

§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 (i) the validity of any contract or act of the foreign limited partnership, (ii) the right of any other party to the contract to maintain any action, suit or proceeding on the contract, or (iii) 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 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.

§17-908. Foreign Limited Partnersiips 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 Section 17-903 of this Subchapter on the basis of false or misleading representations. The Attorney General shall, upon his 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.

§17-909. Execution and Liability

The provisions of Section 17-204(c) and 17-207 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.

§17-910. Service of Process on Registered Foreign Limited Partnerships

(a) Service of legal process upon any foreign limited partnership shall be made by delivering a copy personally to any managing or general agent or general partner of the foreign limited partnership in the State of Delaware or the registered agent of the foreign limited partnership in the State of Delware, or by leaving it at the dwelling house or usual place of abode in the State of Delaware of any such managing or general agent, general partner or registed agent (if the registered agent be an individual), or at the registered office or other place of business of the foreign limited partnership in the State of Delaware. If the registered agent be a corporation, service of process upon it as such may be made by serving, in the State of Delawre, a copy thereof on the president, vice-president, secretary, assistant secretary, or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any officer, managing or general agent, general partner or registered agent, or at the registered office or other place of business of the foreign limited partnership in the State of Delaware to be effective must be delivered therat at least B days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in his return thereto. Process returnable forthwith must be delivered personally to the officer, managing or general agent, general partner or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot be due diligence serve the process in any manner provided for by subsection (a), it shall be lawful to serve the process against the foreign limited partnership upon the Secretary of State, and the service shall be as effectual to all intents and purposes as if made in any of the ways provided for in subsection (a). Within 2 business days after service upon the Secretary of State, it shall be the duty of the Secretary of State to notify the foreign limited partnership thereof by letter directed to the foreign limited partnership at its last registered office, in which letter shall be enclosed a copy of the process or other papers served. It shall be the duty of plaintiff in any action in which the process shall be issued, to pay to the Secretary of State, for use of the State of Delaware, the sum of $25, which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Secretary of State shall alphabetically enter in the 'process book' the name of the plaintiff and defendant, the title of the action In which process has been served upon him, the text of the process so served and the return day thereof, and the day and hour when the service was made.

§17-911. Service of Process on Unregistered Foreign Limited Partnerships

(a) Any foreign limited partnership which shall do business In the State of Delaware without having registered under §17-902 of this Chapter shall be deemed to have thereby appointed and constituted the Secretary of State of the State of Delawre, its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any state or federal court in the State of Delaware arising or growing out of any business done by it within the State of Delaware. The doing of business in the State of Delaware by such foreign limited partnership shall be a signification of the agreement of such foreign limited partnership that any such process when so served shall be of the same legal force and validity as if served upon an authorized general partner or agent personally within the State of Delaware.

(b) Whenever the words 'dong business' , ' the doing of business', or 'business done in this State' , by any such foreign limited partnership are used in this Section, they shall mean the course or practice of carrying on any business activites In the State of Delaware, including, without limiting the generality of the foregoing, the solicitation of business or orders in the State of Delawre.

(c) In the event of service upon the Secretary of State, it shall be the duty of the Secretary of State forthwith to notify the foreign limited partnership thereof by registered or certified mail, return receipt requested, directed to the foreign limited partnership at the address furnished to the Secretary of State by the plaintiff in such action, suit, or proceeding, accompanied by a copy of the process or other papers served upon him. It shall be the duty of the plaintiff in any action, suit, or proceeding to serve process or other papers fn duplicate and to pay to the Secretary of State the sum of $25 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the action, suit, or proceeding, if the plaintiff shall prevail therein. The Secretary of State shall enter alphabetically in the 'process book', kept for that purpose, the name of the plaintiff and defendant, the title and docket number of the cause in which process has been served upon him the return date thereof, and the day and hour when the service was made.

Subchapter X. Derivative Actions

§17-1001. Right of Action

A limited partner may bring an action in the right of a limited partnership to recover a judgement in its favor if general partners with authority to do so have refused to being the action or if an effort to casue those general partners to bring the action is not likely to succeed.

§17-1002. Proper Plaintiff

In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction of which he complains or (2) his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

§17-1003. Pleading

In a derivative action, the complaintant 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.

§17-1004. Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgement, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything Is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those process and direct plaintiff to remit to the limited partnership the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the limited partnership.

Subchapter XI. Miscellaneous

§17-1101. Construction and Application

(a) This Chapter shall be so 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.

(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.

§17-1102. Short Title

This Chapter may be cited as the Delaware Revised Uniform Limited Partnership Act.

§17-1103. Severability

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 the Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are severable.

§17-1104. Effective Date and Extended Effective Date

(a) All limited partnerships formed on or after Jaunary 1, 1983, the 'effective date', shall be governed by the provisions of 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 the provisions of 6 Del. C. Chapter 17 as hereby repealed, shall continue to be governed by the provisions of that Chapter until Jaunary 1, 1985, the 'extended effective date' at which time such limited partnerships shall be governed by the provisions of this Chapter.

(c) Except as provided in Subsection (c) of this Section, a limited partnership formed prior to July 1, 1973 shall continue to be governed by the provisions of 6 Del. C. Chapter 17 in effect prior to the adoption of 6 Del. C. Chapter 17 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, 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 govered by the provisions of 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:

(i) On and after the extended effective date, such limited partnership need not file with the Secrerary 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;

(ii) Sections 17-501, 17-502 and 17-608 shall apply only to contributions and distributions made after the effective date; and

(iii) Section 17-704 shall apply only to assignments made after the effective date. §17-1105. Rules for Cases Not Provided for in this Chapter

In any case not provided for in this Chapter the provisions of the Delaware Uniform Partnership Law (6 Del. C. Chapter 15) and the rules of law and equity, including the Law Merchant, shall govern.

§17-1106. Prior Law

Except as set forth in Section 17-1104 of this Chapter, Chapter 17 of Title 6 of the Delaware Code is hereby repealed.

§17-1107. Fees

(a) No document required to be filed under this chapter shall be effective until the applicable fee required by this Section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Delaware:

(1) Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer of reservation pursuant to 517-103(b), a fee in the amount of $50.00.

(2) Upon the receipt for filing of a certificate under §17-104(b), §17-104(c) or §17-104(d), a fee in the amount of $50.00.

(3) Upon the receipt for filing of a certificate of limited partnership under §17-201, a certificate of amendment under §17-202, a certificate of cancellation under §17-203 or a restated certificate of limited partnership under §17-210, a fee in the amount of $100.00.

(4) For certifying copies of any paper on file as provided for by this Chapter, a fee in the amount of $10.00 for each copy certified.

(5) The Secretary of State may issue photocopies of instruments on file as well as other copies and for all such copies, whether certified or not, a fee in the amount of $1.00 per page shall be paid.

(6) Upon the receipt for filing of an application for registration as a foreign limited partnership under §17-902, a certificate under §17-905 or a certificate of cancellation under §17-906, a fee in the amount of $100.00.

(7) Upon the receipt for filing of a certificate under §17-904(c), §17-904(d) or §17-904(e), a fee in the amount of $50.00.

(8) For preclearance of any document for filing, a fee in the amount of $25.00.

(9) For preparing and providing a written report of a record search a fee in the amount of $10.00.

(1) For issuing any certificate of the Secretary of State, including but not limited to a cetificate of good standing, other than a certification of a copy under subparagraph (4) of this Section, a fee in the amount of $10.00.

(2) For receiving and filing and/or indexing any certificate, affidavit, agreement, or any other paper provided for by this Chapter, for which no different fee is specifically prescribed, a fee in the amount of $25.00.

(b) The Secretary of State may in his discretion permit the extension of credit for the fees required by this Section upon such terms as he shall deem to be appropriate.

(c) The Secretary of State shall retain from the revenue collected from the fees required by this Section a sum sufficient to provide at all time a fund of at least $500, but not more than $1,500, from which he may refund any payment made purusuant to this Section to the extent that it exceeds the fees required by this Section. The fund shall be deposited in a financial institution which is a legal depository of state moneys to the credit of the Secretary of State and shall he disbursable on order of the Secretary of State.

(d) Except as provided in this Section, the fees of the Secretary of State shall be as provided in §2315 of Title 29."

Approved July 21, 1982.