Delaware Code Title 6 Sec. 17-602 – Withdrawal of general partner and assignment of general partner’s …
(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.
Terms Used In Delaware Code Title 6 Sec. 17-602
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- General partner: means a person who is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter, and includes a general partner of the limited partnership generally and a general partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- Partner: means a limited or general partner. See Delaware Code Title 6 Sec. 17-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. See Delaware Code Title 6 Sec. 17-101
- 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. See Delaware Code Title 6 Sec. 17-101
(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;