Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter III. Relations of Partners to Persons Dealing with Partnership
Delaware Code

6 Del. C. § 15-306 (2026)

Partner’s liability

✓ current as of May 2026
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(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(b) A person admitted as a partner into an existing partnership is not personally liable for any obligation of the partnership incurred before the person’s admission as a partner.

(c) An obligation of a partnership arising out of or related to circumstances or events occurring while the partnership is a limited liability partnership or incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such an obligation solely by reason of being or so acting as a partner.

(d) The ability of an attorney-at-law, admitted to the practice of law in the State of Delaware, to practice law in Delaware in a limited liability partnership, shall be determined by the Rules of the Supreme Court of the State of Delaware.

(e) Notwithstanding the provisions of subsection (c) of this section, under a partnership agreement or under another agreement, a partner may agree to be personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for any or all of the obligations of the partnership incurred while the partnership is a limited liability partnership.

72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 85, §  8;  73 Del. Laws, c. 296, §  6;  75 Del. Laws, c. 50, §  3;  78 Del. Laws, c. 98, §  6; 
Notes of Decisions
Cited in 4 cases (1 in the last 5 years), 2000–2022 · leading case: Picard v. Merkin (In Re Bernard L. Madoff Inv. Sec. LLC), 440 B.R. 243 (Bankr. S.D.N.Y. 2010).
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Picard v. Merkin (In Re Bernard L. Madoff Inv. Sec. LLC), 440 B.R. 243 (Bankr. S.D.N.Y. 2010). “6 Del. C. §§ 15-306(a), 17-403(b); see also Great Lakes Chem.”
Great Lakes Chem. Corp. v. Monsanto Co., 96 F. Supp. 2d 376 (D. Del. 2000). “6 Del.C. § 15-306(a). Because partners have equal rights in the management of general partnerships, and because they are not protected by limited liability, courts consistently state that partners in general partnerships are unlikely to be passive investors who profit solely on…”
In Re Adelphia Commc'ns Corp., 376 B.R. 87 (Bankr. S.D.N.Y. 2007). “6 Del.C. § 15-306(a). Because partners have equal rights in the management of general partnerships, and because they are not protected by limited liability, courts consistently state that partners in general partnerships are unlikely to be passive investors who profit solely on…”
Silver Arch Capital Partners, LLC v. Romspen Us Mortg. Lp (D.N.J. 2022). · cites it 2× “” 6 Del. C. § 15-306(a) (emphasis added); N.”
— 6 Del. C. § 15-306(a) — 4 cases
Picard v. Merkin (In Re Bernard L. Madoff Inv. Sec. LLC), 440 B.R. 243 (Bankr. S.D.N.Y. 2010). “6 Del. C. §§ 15-306(a), 17-403(b); see also Great Lakes Chem.”
Great Lakes Chem. Corp. v. Monsanto Co., 96 F. Supp. 2d 376 (D. Del. 2000). “6 Del.C. § 15-306(a). Because partners have equal rights in the management of general partnerships, and because they are not protected by limited liability, courts consistently state that partners in general partnerships are unlikely to be passive investors who profit solely on…”
In Re Adelphia Commc'ns Corp., 376 B.R. 87 (Bankr. S.D.N.Y. 2007). “6 Del.C. § 15-306(a). Because partners have equal rights in the management of general partnerships, and because they are not protected by limited liability, courts consistently state that partners in general partnerships are unlikely to be passive investors who profit solely on…”
Silver Arch Capital Partners, LLC v. Romspen Us Mortg. Lp (D.N.J. 2022). “” 6 Del. C. § 15-306(a) (emphasis added); N.”
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