Delaware Code

6 Del. C. § 17-603 (2026)

Withdrawal of limited partner

✓ current as of May 2026
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A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership. Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partnership interest may not be assigned prior to the dissolution and winding up of the limited partnership.

Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section as in effect on July 31, 1996.

6 Del. C. 1953, §  1716;  59 Del. Laws, c. 105, §  163 Del. Laws, c. 420, §  165 Del. Laws, c. 188, §  166 Del. Laws, c. 316, §  5269 Del. Laws, c. 258, §  3670 Del. Laws, c. 362, §  1680 Del. Laws, c. 44, §  10
Notes of Decisions
Cited in 1 case (1 in the last 5 years), 2025–2025 · leading case: Chuang Wei Pan LLC v. Hiwin Holding LLC (Del. Ch. 2025).
Chuang Wei Pan LLC v. Hiwin Holding LLC (Del. Ch. 2025). “§ 18-603; 6 Del. C. § 17-603). 82 6 Del. C. § 18-603.”
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