Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter II. Formation; Certificate of Limited Partnership
Delaware Code

6 Del. C. § 17-201 (2026)

Certificate of limited partnership

✓ current as of May 2026
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(a) In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth:

(1) The name of the limited partnership;

(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 17-104 of this title;

(3) The name and the business, residence or mailing address of each general partner; and

(4) Any other matters the partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited partnership’s certificate of limited partnership.

(c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.

(d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the partnership agreement.

(e) A certificate of limited partnership substantially complies with § 17-201(a)(2) of this title if it contains the name of the registered agent and the address of the registered office even if the certificate of limited partnership does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent.

6 Del. C. 1953, §  1702;  59 Del. Laws, c. 105, §  1;  59 Del. Laws, c. 422, §  4;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  67 Del. Laws, c. 348, §  7;  76 Del. Laws, c. 104, §  10;  78 Del. Laws, c. 272, §  2;  81 Del. Laws, c. 88, § 7; 
Notes of Decisions
Cited in 5 cases (3 in the last 5 years), 2013–2024 · leading case: Vodafone Americas Inc. v. Indiana Dep't of State Revenue, 991 N.E.2d 626 (Ind. T.C. 2013).
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Vodafone Americas Inc. v. Indiana Dep't of State Revenue, 991 N.E.2d 626 (Ind. T.C. 2013). “Code § 23-16-3-2 (2005) with 6 Del.Code §§ 17-201, 17-204, 17-206 (2005) (all explaining the execution and filing of a certifi *630 cate of limited partnership).”
Bamford v. Penfold, L.P. (Del. Ch. 2020). “See 6 Del. C. § 17-201(a)(3). The plaintiffs thus reasonably could have inferred that Manheim named ReathCo as Penfold’s general partner to facilitate the creation of the entity.”
Deann M. Totta v. CCSB Fin. Corp. (Del. Ch. 2022). “§ 101; 6 Del. C. § 17-201. Indeed, there are “core attributes of the LLC that only the sovereign can authorize, such as its separate legal existence, potentially perpetual life, and limited liability for its members.”
David Handler v. Centerview Partners Holdings L.P. (Del. Ch. 2024). “”131 Traditional contract principles apply to partnership agreements, as such a partnership agreement is only enforceable if it contains all material terms.”
David Handler v. Centerview Partners Holdings L.P. (Del. Ch. 2024). “129 See 6 Del. C. § 17-201(d). 130 Grunstein v. Silva, 2011 WL 378782 , at *9 (Del.”
— 6 Del. C. § 17-201(a)(3) — 1 case
Bamford v. Penfold, L.P. (Del. Ch. 2020). “See 6 Del. C. § 17-201(a)(3). The plaintiffs thus reasonably could have inferred that Manheim named ReathCo as Penfold’s general partner to facilitate the creation of the entity.”
— 6 Del. C. § 17-201(d) — 2 cases
David Handler v. Centerview Partners Holdings L.P. (Del. Ch. 2024). “”131 Traditional contract principles apply to partnership agreements, as such a partnership agreement is only enforceable if it contains all material terms.”
David Handler v. Centerview Partners Holdings L.P. (Del. Ch. 2024). “129 See 6 Del. C. § 17-201(d). 130 Grunstein v. Silva, 2011 WL 378782 , at *9 (Del.”
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