§ 17-401 — Admission of general partners

(a) A person may be admitted to a limited partnership as a general partner of the limited partnership and may receive a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a general partner of the limited partnership without acquiring a partnership interest in the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted as the sole general partner of a limited partnership without making a contribution or being obligated to make a contribution to the limited partnership or without acquiring a partnership interest in the limited partnership. Nothing contained in this subsection shall affect the first sentence of § 17-403(b) of this title.

(b) After the filing of a limited partnership’s initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the consent of each partner.

(c) Unless otherwise provided in a partnership agreement or another agreement, a general partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a limited partnership.

Legislative History

63 Del. Laws, c. 420, § 1 ; 65 Del. Laws, c. 188, § 1 ; 66 Del. Laws, c. 316, § 37 ; 67 Del. Laws, c. 348, § 19 ; 69 Del. Laws, c. 258, § 32 ; 71 Del. Laws, c. 78, § 35 ; 73 Del. Laws, c. 297, § 8 ; 80 Del. Laws, c. 269, § 5