Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter IV. General Partners
Delaware Code

6 Del. C. § 17-403 (2026)

General powers and liabilities

✓ current as of May 2026
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(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership that is governed by the Delaware Uniform Partnership Law in effect on July 11, 1999 (6 Del. C. § 1501 et seq.).

(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership that is governed by the Delaware Uniform Partnership Law in effect on July 11, 1999 (6 Del. C. § 1501 et seq.) to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership that is governed by the Delaware Uniform Partnership Law in effect on July 11, 1999 (6 Del. C. § 1501 et seq.) to the partnership and to the other partners.

(c) Unless otherwise provided in the partnership agreement, a general partner of a limited partnership has the power and authority to delegate to 1 or more other persons any or all of the general partner’s rights, powers and duties to manage and control the business and affairs of the limited partnership, which delegation may be made irrespective of whether the general partner has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the general partner. Any such delegation may be to agents, officers, and employees of the general partner or the limited partnership and by a management agreement or another agreement with, or otherwise to, other persons, including a committee of 1 or more persons. Unless otherwise provided in the partnership agreement, such delegation by a general partner of a limited partnership shall be irrevocable if it states that it is irrevocable. Unless otherwise provided in the partnership agreement, such delegation by a general partner of a limited partnership shall not cause the general partner to cease to be a general partner of the limited partnership or cause the person to whom any such rights, powers and duties have been delegated to be a general partner of the limited partnership. No other provision of this chapter or other law shall be construed to restrict a general partner’s power and authority to delegate any or all of its rights, powers, and duties to manage and control the business and affairs of the limited partnership.

(d) A judgment creditor of a general partner of a limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless:

(1) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The limited partnership is a debtor in bankruptcy;

(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership;

(4) A court grants permission to the judgment creditor to levy execution against the assets of the general partner based on a finding that the assets of the limited partnership that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the limited partnership is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(5) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.

6 Del. C. 1953, §  1709;  59 Del. Laws, c. 105, §  1;  63 Del. Laws, c. 420, §  1;  65 Del. Laws, c. 188, §  1;  69 Del. Laws, c. 258, §  34;  71 Del. Laws, c. 78, §  36;  73 Del. Laws, c. 73, §§  22, 23;  73 Del. Laws, c. 297, §  9;  80 Del. Laws, c. 44, §  9;  81 Del. Laws, c. 88, § 14;  83 Del. Laws, c. 63, § 4; 
Notes of Decisions
Cited in 12 cases (3 in the last 5 years), 1990–2026 · leading case: Harper v. Delaware Valley Broadcasters, Inc., 743 F. Supp. 1076 (D. Del. 1990).
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Harper v. Delaware Valley Broadcasters, Inc., 743 F. Supp. 1076 (D. Del. 1990). · cites it 2× “6 Del.C. § 17-403. Generally, each partner is an agent for the partnership, and by conducting partnership business, each partner can bind the partnership.”
Great Lakes Chem. Corp. v. Monsanto Co., 96 F. Supp. 2d 376 (D. Del. 2000). “6 Del.C. § 17-403(b). Limited partners have limited liability, but become liable as general partners if they take part in the control of the business.”
Gen. Ret. Sys. v. Dixon (In re Dixon), 525 B.R. 827 (Bankr. N.D. Ga. 2015). “6 Del. C. § 17-403(b)-(c). Under the Delaware Revised Uniform Partnership Act, a partner only has the fiduciary duties of loyalty and care to the partnership and other partners.”
Sandvik AB v. Advent Int'l Corp., 83 F. Supp. 2d 442 (D. Del. 1999). “See 6 Del.C. § 17-403(b); see also HMG/Courtland Properties, Inc.”
In Re Adelphia Commc'ns Corp., 376 B.R. 87 (Bankr. S.D.N.Y. 2007). “6 Del.C. § 17-403(b). Limited partners have limited liability, but become liable as general partners if they take part in the control of the business.”
Vodafone Americas Inc. v. Indiana Dep't of State Revenue, 991 N.E.2d 626 (Ind. T.C. 2013). “Code § 23-16-5-3(a) (2005) with 6 Del.Code § 17-403 (2005) (explaining that with certain exceptions, general partners of a limited partnership possess the same rights, powers, and obligations as partners of a partnership without limited partners (i.”
Ms. Mary Giddings Wenske v. Blue Bell Creameries, Inc. (Del. Ch. 2019). · cites it 4× “19 See 6 Del. C. § 17-403. 20 See Katell v. Morgan Stanley Gp.”
Silver Arch Capital Partners, LLC v. Romspen Us Mortg. Lp (D.N.J. 2022). · cites it 3× “” 6 Del. C. § 17-403(b); N.J.S.A. 42:2A-32b.”
Ms. Mary Giddings Wenske v. Blue Bell Creameries, Inc. (Del. Ch. 2019). · cites it 2× “While the matter is settled in the corporate context, where the outcome 14 See generally 6 Del. C. § 17-403 (“Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the…”
Pegaso Dev. Inc. v. Moriah Educ. Mgmt. LP (S.D.N.Y. 2020). “2000) (citing 6 Del. C. § 17-403(b)); see also In re Physiotherapy Holdings, Inc.”
Young Women's Christian Ass'n of Rochester & Monroe Cnty. v. Hatteras Funds, LP (Del. Ch. 2026). “38 38 6 Del. C. § 17-403(c). I continue to believe that the LP Act would benefit by having a section providing upfront that a partnership agreement can modify the provisions of the LP Act, then identifying any exceptions to the general rule.”
Young Women's Christian Ass'n of Rochester & Monroe Cnty. v. Hatteras Funds, LP (Del. Ch. 2026). “41 6 Del. C. § 17-403 (“[A] general partner .”
6 Del. C. § 17-403(b): 7 cases
Harper v. Delaware Valley Broadcasters, Inc., 743 F. Supp. 1076 (D. Del. 1990). “6 Del.C. § 17-403. Generally, each partner is an agent for the partnership, and by conducting partnership business, each partner can bind the partnership.”
Great Lakes Chem. Corp. v. Monsanto Co., 96 F. Supp. 2d 376 (D. Del. 2000). “6 Del.C. § 17-403(b). Limited partners have limited liability, but become liable as general partners if they take part in the control of the business.”
Gen. Ret. Sys. v. Dixon (In re Dixon), 525 B.R. 827 (Bankr. N.D. Ga. 2015). “6 Del. C. § 17-403(b)-(c). Under the Delaware Revised Uniform Partnership Act, a partner only has the fiduciary duties of loyalty and care to the partnership and other partners.”
Sandvik AB v. Advent Int'l Corp., 83 F. Supp. 2d 442 (D. Del. 1999). “See 6 Del.C. § 17-403(b); see also HMG/Courtland Properties, Inc.”
In Re Adelphia Commc'ns Corp., 376 B.R. 87 (Bankr. S.D.N.Y. 2007). “6 Del.C. § 17-403(b). Limited partners have limited liability, but become liable as general partners if they take part in the control of the business.”
6 Del. C. § 17-403(c): 3 cases
Ms. Mary Giddings Wenske v. Blue Bell Creameries, Inc. (Del. Ch. 2019). “19 See 6 Del. C. § 17-403. 20 See Katell v. Morgan Stanley Gp.”
Ms. Mary Giddings Wenske v. Blue Bell Creameries, Inc. (Del. Ch. 2019). “While the matter is settled in the corporate context, where the outcome 14 See generally 6 Del. C. § 17-403 (“Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the…”
Young Women's Christian Ass'n of Rochester & Monroe Cnty. v. Hatteras Funds, LP (Del. Ch. 2026). “38 38 6 Del. C. § 17-403(c). I continue to believe that the LP Act would benefit by having a section providing upfront that a partnership agreement can modify the provisions of the LP Act, then identifying any exceptions to the general rule.”
6 Del. C. § 17-403(d): 1 case
Silver Arch Capital Partners, LLC v. Romspen Us Mortg. Lp (D.N.J. 2022). “” 6 Del. C. § 17-403(b); N.J.S.A. 42:2A-32b.”
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