Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter X. Derivative Actions
Delaware Code

6 Del. C. § 17-1002 (2026)

Proper plaintiff

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In a derivative action, the plaintiff must be a partner or an assignee of a partnership interest at the time of bringing the action and:

(1) At the time of the transaction of which the plaintiff complains; or

(2) The plaintiff’s status as a partner or an assignee of a partnership interest had devolved upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner or an assignee of a partnership interest at the time of the transaction.

6 Del. C. 1953, §  1732;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 340, §  18; 
Notes of Decisions
Cited in 6 cases (3 in the last 5 years), 2013–2025 · leading case: Gavin/Solmonese LLC v. Citadel Energy Partners, LLC. (In re Citadel Watford City Disposal Partners, L.P.), 603 B.R. 897 (Bankr. D. Del. 2019).
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Gavin/Solmonese LLC v. Citadel Energy Partners, LLC. (In re Citadel Watford City Disposal Partners, L.P.), 603 B.R. 897 (Bankr. D. Del. 2019). · cites it 5× “24 6 Del. C. § 17-1002, entitled "Proper Plaintiff" states: In a derivative action, the plaintiff must be a partner or an assignee of a partnership interest at the time of bringing the action and: (1) At the time of the transaction of which the plaintiff complains; or (2) The…”
Tow v. Amegy Bank N.A., 976 F. Supp. 2d 889 (S.D. Tex. 2013). “A shareholder cannot bring an action on behalf of the corporation unless the managers refused or a demand that the managers do so would have been futile.”
Bamford v. Penfold, L.P., No. 2019-0005-JTL, 2020 WL 967942 (Del. Ch. Feb. 28, 2020). · cites it 2× “6 Del. C. § 17-1002. Like Penfold, Bamford and Ban were partners “at the time of bringing the action.”
Kissman v. Ohno, No. 3:18-cv-00018 (D.V.I. Sept. 29, 2025). · cites it 2× “6 Del. C. § 17-1002. Upon this premise, for Count Six to be interpreted as a proper derivative claim, Kissman must have been a limited partner at the time of �Sielieng and removal— “a condition precedent found wanting here” according to Defendants.”
Purdue Pharma L.P., No. 19-23649 (Bankr. S.D.N.Y. Nov. 18, 2024). “8 In making this argument, the CMFN cites to the Delaware Limited Partnership Act (the “L.”
Meyer v. Hatteras Inv. Partners, L.P., 2025 NCBC 62 (N.C. Bus. Ct. 2025). “]” 6 Del. C. § 17-1002. 34. Defendants contend that Plaintiffs do not meet this ownership requirement because Plaintiffs fail to allege that they were partners of the Master Fund at the time of the Ben Transaction.”
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