§ 17-803 — Winding up

(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person approved by the limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of 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, the partner’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. 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, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015.

(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 17-203 of this title, the persons winding up the limited partnership’s affairs may, in the name of, and for and on behalf of, the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership’s business, dispose of and convey the limited partnership’s property, discharge or make reasonable provision for the limited partnership’s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.

Legislative History

63 Del. Laws, c. 420, § 1 ; 65 Del. Laws, c. 188, § 1 ; 66 Del. Laws, c. 316, §§ 60, 61 ; 70 Del. Laws, c. 186, § 1 ; 71 Del. Laws, c. 78, § 42 ; 80 Del. Laws, c. 44, § 12