Delaware Partnership Agreement

Delaware partnership agreements are utilized by partnerships intent on solidifying procedures both for its operations and its partners’ status, admittance, or dismissal. It must be signed by the partners it applies to in order to be a binding contract.

Last updated December 18th, 2024

Delaware partnership agreements are utilized by partnerships intent on solidifying procedures both for its operations and its partners’ status, admittance, or dismissal. It must be signed by the partners it applies to in order to be a binding contract.

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Delaware Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) General Information Name Search. Include a Cover Memo Certification Sheet if submitting by mail or in person and paying by check. Statement of Partnership Existence ($200.00)
Limited Partnership (LP) Include a Cover Memo Certification Sheet if submitting by mail or in person and paying by check.Certificate of Limited Partnership ($200.00)
Limited Liability Partnership (LLP) Include a Cover Memo Certification Sheet if submitting by mail or in person and paying by check.Statement of Qualification ($200.00)
Limited Liability Limited Partnership (LLLP) Include a Cover Memo Certification Sheet if submitting by mail or in person and paying by check.Statement of Qualification ($200.00)

Fiduciary Duty

  • Duty of Care:
    • Partners hold the obligation to respect the partnership and avoid pursuing actions that are “grossly negligent” or violate the law. [1]
  • Duty of Loyalty:
    • Partners keep their interests in alignment with the partnership through accurate reporting of all “property, profit or benefit” resulting from the business. [2]
    • A partner does not compete with the partnership while the partnership is functional, conducting business, and remains active. [3]
    • Every partner must represent the partnership’s interests and growth and refrain from activities or pursuits “adverse” to their partnership’s goals. [4]

Liability

General partners in LPs hold the same liability as in a general partnership; however, the provisions “in the partnership agreement” may specifically adjust this. [5]
General partners (of an LP) are liable “by law or contract” regardless of the limited partnership. [6]
Every general partner is liable “for all obligations” of the partnership, but some protections can be made through the partnership agreement, a claimant, or the law. [7]
New partners admitted “into an existing partnership” are protected from the liabilities placed on that partnership before their admittance. [8]
Limited liability partnerships offer their partners protection from obligations “related to circumstances or events” resulting from the partnership’s normal business activities in addition to protections for a partner completing their required duty. [9]
Partners can assume liability in an LLP “by way of indemnification, contribution, assessment, or otherwise” by agreeing to such provisions in their partnership agreement accordingly. [10]

State Definitions (10)

Partner means an individual that is the co-owner of a partnership or “admitted to a partnership.”[11]
General partner means a person specifically identified as a general partner in a partnership through the certificate of limited partnership or “admitted to the limited partnership as a general partner.” [12]
Limited partner means a person “admitted to a limited partnership” and designated with the status, obligations, and liability protection afforded to their role accordingly. [13]
Partnership means a business consisting of “2 or more persons” that is formed and operates in compliance with 6 DE Code § 15-202.[14]
Limited partnership and “domestic limited partnership” means a partnership composed of “2 or more persons” with at least one general partner and at least one limited partner and formed under the laws of the State of Delaware. [15]
Limited liability partnership means a partnership that has specifically registered its business as such with the Delaware Secretary of State under 6 DE Code § 15-1001. [16]
Limited liability limited partnership means a limited partnership that has explicitly declared its intent as such an entity or has been voted to approval by “all general partners” and has filed its statement of qualification. [17]
Foreign partnership means a partnership formed and that is operating “under laws” outside of Delaware’s state lines. [18]
Foreign limited partnership means a partnership originating from another state or foreign jurisdiction that is made up of at least two people including “1 or more general partners and 1 or more limited partners.” [19]
Foreign limited liability partnership means a partnership that is formed and operates according to the “laws other than the laws of the State of Delaware.” [20]