TITLE 6


Commerce and Trade


SUBTITLE II


Other Laws Relating to Commerce and Trade


CHAPTER 17. LIMITED PARTNERSHIPS


Subchapter VI. Distributions and Withdrawal


§ 17-601. Interim distributions.


Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in the
partnership agreement, a partner is entitled to receive from a limited partnership distributions before withdrawing from the
limited partnership and before the dissolution and winding up thereof.


63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 50; 70 Del. Laws, c. 186, § 1.;


§ 17-602. Withdrawal of general partner and assignment of general partner's partnership interest.


(a) A general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the
partnership agreement and in accordance with the partnership agreement. A partnership agreement may provide that a general
partner shall not have the right to withdraw as a general partner of a limited partnership. Notwithstanding that a partnership
agreement provides that a general partner does not have the right to withdraw as a general partner of a limited partnership,
a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If
the withdrawal of a general partner violates a partnership agreement, in addition to any remedies otherwise available under
applicable law, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership
agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.


(b) Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a general
partner may not assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited
partnership.


63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 51; 67 Del. Laws, c. 348, § 21.;


§ 17-603. Withdrawal of limited partner.


A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in the
partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary under applicable
law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior
to the dissolution and winding up of the limited partnership. Notwithstanding anything to the contrary under applicable law,
a partnership agreement may provide that a partnership interest may not be assigned prior to the dissolution and winding up
of the limited partnership.


Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership
was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section
as in effect on July 31, 1996, and shall not be governed by this section.


6 Del. C. 1953, § 1716; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 52; 69 Del. Laws, c. 258, § 36; 70 Del. Laws, c. 362, § 16.;


§ 17-604. Distribution upon withdrawal.


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


6 Del. C. 1953, § 1716; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 71 Del. Laws, c. 340, § 15; 72 Del. Laws, c. 128, § 12.;


§ 17-605. Distribution in kind.


Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no
right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in
the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership
to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage
in which the partner shares in distributions from the limited partnership. Except as provided in the partnership agreement,
a partner may be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the
percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the partner
shares in distributions from the limited partnership.


6 Del. C. 1953, § 1716; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 69 Del. Laws, c. 258, § 37; 70 Del. Laws, c. 186, § 1.;


§ 17-606. Right to distribution.


(a) Subject to §§ 17-607 and 17-804 of this title, and unless otherwise provided in the partnership agreement, at the time
a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available
to, a creditor of the limited partnership with respect to the distribution.


(b) A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions
by a limited partnership.


6 Del. C. 1953, § 1716; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, §§ 53, 54; 70 Del. Laws, c. 186, § 1.;


§ 17-607. Limitations on distribution.


(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after
giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account
of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the
limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property
that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited
partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection
(a), the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or
reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.


(b) A limited partner who receives a distribution in violation of subsection (a) of this section, and who knew at the time
of the distribution that the distribution violated subsection (a) of this section, shall be liable to the limited partnership
for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a) of this
section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section,
shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not
affect any obligation or liability of a limited partner under an agreement or other applicable law for the amount of a distribution.


(c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability
under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date
of the distribution.


6 Del. C. 1953, § 1716; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 55; 69 Del. Laws, c. 258, § 38; 72 Del. Laws, c. 386, § 22.;


§ 17-608. Liability upon return of contribution.


Repealed by 66 Del. Laws, c. 316, § 56, eff. Sept. 1, 1988.