Partnership Agreement for Delaware
Generate a partnership agreement that complies with Delaware law, with 7 mandatory clauses and 6 compliance checks built in.
What's required
Delaware LLC Act Governance
6 Del. C. § 18-1101(b) (LLC); 6 Del. C. § 17-1101(c) (LP)
Maximum Freedom of Contract Declaration
6 Del. C. § 18-1101(b)
Fiduciary Duties, Modification Permitted
6 Del. C. § 18-1101(c)-(e)
Capital Contributions and Economic Rights
6 Del. C. § 18-503 (LLC); 6 Del. C. § 17-504 (LP); Treas. Reg. § 1.704-1(b)
Court of Chancery Exclusive Jurisdiction
6 Del. C. § 18-109 (LLC); Del. Const. Art. IV, § 10
Dissolution and Winding Up
6 Del. C. § 18-801-18-806 (LLC); 6 Del. C. § 17-801-17-806 (LP)
Transfer Restrictions and Right of First Refusal
6 Del. C. § 18-702 (LLC); 6 Del. C. § 17-702 (LP)
What's prohibited
Elimination of the implied contractual covenant of good faith and fair dealing
While Delaware permits elimination of fiduciary duties in LLC/LP agreements, the implied contractual covenant of good faith and fair dealing CANNOT be eliminated (6 Del. C. § 18-1101(c)).
Unilateral retroactive amendment of economic rights without consent
Retroactively modifying a member's/partner's economic rights (distributions, allocations) without consent may violate the covenant of good faith and fair dealing.
Waiver of the right to seek judicial dissolution from the Court of Chancery
The right to petition the Court of Chancery for dissolution cannot be contractually eliminated when it is no longer reasonably practicable to carry on the business (6 Del. C. § 18-802).
Partnership Agreement in other jurisdictions
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