Delaware Code

6 Del. C. § 17-109 (2026)

Service of process on partners and liquidating trustees [Effective Aug. 1, 2026]

✓ current as of May 2026

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(a) A general partner or a liquidating trustee of a limited partnership may be served with process in the manner prescribed in this section in all civil actions or proceedings brought in the State of Delaware involving or relating to the business of the limited partnership or a violation by the general partner or the liquidating trustee of a duty to the limited partnership, or any partner of the limited partnership, whether or not the general partner or the liquidating trustee is a general partner or a liquidating trustee at the time suit is commenced. A general partner’s or a liquidating trustee’s serving as such constitutes such person’s consent to the appointment of the registered agent of the limited partnership (or, if there is none, the Secretary of State) as such person’s agent upon whom service of process may be made as provided in this section. Such service as a general partner or a liquidating trustee shall signify the consent of such general partner or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon such general partner or liquidating trustee within the State of Delaware and such appointment of the registered agent (or, if there is none, the Secretary of State) shall be irrevocable.

(b) Service of process shall be effected by serving the registered agent (or, if there is none, the Secretary of State) with 1 copy of such process in the manner provided by law for service of writs of summons. In the event service is made under this subsection upon the Secretary of State, the plaintiff shall pay to the Secretary of State a fee as prescribed under § 17-1107(a)(13) of this title for the use of the State of Delaware, which sum shall be taxed as part of the costs of the proceeding if the plaintiff shall prevail therein. In addition, the Prothonotary or the Register in Chancery of the court in which the civil action or proceeding is pending shall, within 7 days of such service, deposit in the United States mails, by registered mail, postage prepaid, true and attested copies of the process, together with a statement that service is being made pursuant to this section, addressed to such general partner or liquidating trustee at the same address that appears in the certificate of limited partnership of the limited partnership, or, if no such address appears, at the general partner’s or the liquidating trustee’s address last known to the party desiring to make such service.

(c) In any action in which any such general partner or liquidating trustee has been served with process as hereinabove provided, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed from the date of mailing by the Prothonotary or the Register in Chancery as provided in subsection (b) of this section; however, the Court in which such action has been commenced may order such continuance or continuances as may be necessary to afford such general partner or liquidating trustee reasonable opportunity to defend the action.

(d) In a written partnership agreement or other writing, a partner may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the State of Delaware, or the exclusivity of arbitration in a specified jurisdiction or the State of Delaware, and to be served with legal process in the manner prescribed in such partnership agreement or other writing. Except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or in the State of Delaware, a limited partner may not waive its right to maintain a legal action or proceeding in the courts of the State of Delaware with respect to matters relating to the organization or internal affairs of a limited partnership.

(e) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(f) The Court of Chancery and the Superior Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.

66 Del. Laws, c. 316, § 6; 67 Del. Laws, c. 348, § 6; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 78, § 5; 72 Del. Laws, c. 128, §§ 2, 3; 72 Del. Laws, c. 386, § 2; 84 Del. Laws, c. 42, § 1; 85 Del. Laws, c. 46, § 3; 85 Del. Laws, c. 273, § 11;

Notes of Decisions

Cited in 4 cases (2 in the last 5 years), 2009–2025 · leading case: Total Holdings USA, Inc. v. Curran Composites, Inc., 999 A.2d 873 (Del. Ch. 2009).

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Total Holdings USA, Inc. v. Curran Composites, Inc., 999 A.2d 873 (Del. Ch. 2009). “There, the issue was whether the consent to jurisdiction provision in the LLP statute, 6 Del. C. § 17-109, allowed jurisdiction to be exercised over a non-resident participant in a limited partnership that filed its certificate a year before § 17-109 became effective.”

In re Bay Hills Emerging Partners I, L.P. (Del. Ch. 2018). · cites it 3× “”28 Moreover, Plaintiffs read 6 Del. C. § 17-109(d) as rendering the forum selection clause (if mandatory) unenforceable because Section 17-109(d) prohibits limited partners from waiving the right to litigate “matters relating to the organization or internal affairs of a limited…”

Ketan Jhaveri v. K1 Inv. Mgmt. LLC (Del. Ch. 2025). · cites it 3× “Section 17-109 of the Delaware Revised Uniform Limited Partnership Act permits service of process on a general partner of a Delaware limited partnership “in all civil actions or proceedings brought in the State of Delaware involving or relating to the business of the limited…”

Chow v. Canyon Bridge Capital Mgmt., LLC (D. Del. 2024). “The Cayman Entities argue that service upon them was defective because Plaintiff purported to serve the Delaware Secretary of State pursuant to 6 Del. C. § 17-109, which governs service of process on a general partner or liquidating trustee of a Delaware limited partnership.”

— 6 Del. C. § 17-109(a) — 1 case

Ketan Jhaveri v. K1 Inv. Mgmt. LLC (Del. Ch. 2025). “Section 17-109 of the Delaware Revised Uniform Limited Partnership Act permits service of process on a general partner of a Delaware limited partnership “in all civil actions or proceedings brought in the State of Delaware involving or relating to the business of the limited…”

— 6 Del. C. § 17-109(d) — 1 case

In re Bay Hills Emerging Partners I, L.P. (Del. Ch. 2018). “”28 Moreover, Plaintiffs read 6 Del. C. § 17-109(d) as rendering the forum selection clause (if mandatory) unenforceable because Section 17-109(d) prohibits limited partners from waiving the right to litigate “matters relating to the organization or internal affairs of a limited…”

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