What clauses are required in a Delaware Partnership Agreement?

Delaware law requires specific provisions including: Delaware LLC Act Governance, Maximum Freedom of Contract Declaration, Fiduciary Duties — Modification Permitted. contract.diy automatically includes all mandatory clauses with proper legal citations when generating your Partnership Agreement.

What terms are prohibited in a Delaware Partnership Agreement?

Under Delaware law, certain provisions are void or unenforceable, including: Elimination of the implied contractual covenant of good faith and fair dealing; Unilateral retroactive amendment of economic rights without consent. contract.diy is built to avoid these terms and will warn you if your description suggests including something that's not legally permissible.

How does contract.diy ensure my Partnership Agreement complies with Delaware law?

Every generated contract goes through 10 automated compliance checks specific to Delaware. These cover mandatory provisions, prohibited terms, proper citations, and formation requirements. Any issues are flagged before you download.

Can I use this Partnership Agreement template outside of Delaware?

This template is specifically tailored to Delaware law. Using it in another jurisdiction may result in missing requirements or including provisions that don't apply. We recommend generating a new contract with the correct jurisdiction selected for full compliance.

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Partnership Agreement for Delaware

Generate a partnership agreement that complies with Delaware law — with 7 mandatory clauses and 10 compliance checks built in.

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Key legal considerations

You are generating a partnership/LLC agreement governed by Delaware law. THIS IS DELAWARE'S SUPERPOWER — Delaware is THE premier jurisdiction for business entity formation in the United States. KEY DELAWARE SPECIFICS: (1) The Delaware LLC Act (6 Del. C. § 18-101 et seq.) provides MAXIMUM FREEDOM OF CONTRACT. The statute expressly states this policy at § 18-1101(b). You can customize almost everything: governance, fiduciary duties, economic allocations, transfer restrictions, dissolution triggers. (2) FIDUCIARY DUTIES can be MODIFIED or ELIMINATED in the LLC agreement (§ 18-1101(c)-(e)), but the IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING cannot be eliminated. (3) The COURT OF CHANCERY is the premier business court in America — expert judges, no juries, expedited proceedings, deep expertise in entity disputes. Designate it as the exclusive forum. (4) Delaware DRULPA (6 Del. C. § 17-101 et seq.) provides similar flexibility for limited partnerships — widely used for PE, VC, and fund structures. (5) Certificate of Formation must be filed with the Delaware Division of Corporations. (6) A registered agent in Delaware is required. (7) Delaware franchise taxes apply annually. (8) Delaware is NOT a community property state — equitable distribution applies.

What's required

Mandatory clauses for a valid partnership agreement under Delaware law.

Delaware LLC Act Governance
6 Del. C. § 18-1101(b) (LLC); 6 Del. C. § 17-1101(c) (LP)
Maximum Freedom of Contract Declaration
6 Del. C. § 18-1101(b)
Fiduciary Duties — Modification Permitted
6 Del. C. § 18-1101(c)–(e)
Capital Contributions and Economic Rights
6 Del. C. § 18-503 (LLC); 6 Del. C. § 17-504 (LP); Treas. Reg. § 1.704-1(b)
Court of Chancery Exclusive Jurisdiction
6 Del. C. § 18-109 (LLC); Del. Const. Art. IV, § 10
Dissolution and Winding Up
6 Del. C. § 18-801–18-806 (LLC); 6 Del. C. § 17-801–17-806 (LP)
Transfer Restrictions and Right of First Refusal
6 Del. C. § 18-702 (LLC); 6 Del. C. § 17-702 (LP)

What's prohibited

Terms and provisions that are void or unenforceable under Delaware law.

Elimination of the implied contractual covenant of good faith and fair dealing
While Delaware permits elimination of fiduciary duties in LLC/LP agreements, the implied contractual covenant of good faith and fair dealing CANNOT be eliminated (6 Del. C. § 18-1101(c)).
6 Del. C. § 18-1101(c); 6 Del. C. § 17-1101(d)
Unilateral retroactive amendment of economic rights without consent
Retroactively modifying a member's/partner's economic rights (distributions, allocations) without consent may violate the covenant of good faith and fair dealing.
6 Del. C. § 18-1101(c)
Waiver of the right to seek judicial dissolution from the Court of Chancery
The right to petition the Court of Chancery for dissolution cannot be contractually eliminated when it is no longer reasonably practicable to carry on the business (6 Del. C. § 18-802).
6 Del. C. § 18-802

Legal references

Key statutes and regulations that govern partnership agreements in Delaware.

Delaware Limited Liability Company Act
6 Del. C. § 18-101 et seq.
THE premier LLC statute in the United States. Provides maximum freedom of contract for LLC operating agreements. Over 65% of Fortune 500 companies are incorporated in Delaware. The LLC Act allows members to customize governance, fiduciary duties, economic allocations, and transfer restrictions with almost unlimited flexibility.
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Delaware Revised Uniform Limited Partnership Act
6 Del. C. § 17-101 et seq.
Delaware's limited partnership statute, providing similar freedom of contract to the LLC Act. Widely used for private equity, venture capital, and investment fund structures.
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Delaware General Corporation Law
8 Del. C. § 101–398
While primarily governing corporations, the DGCL provides context for Delaware's business-friendly legal environment and may be relevant when partnership entities interact with Delaware corporations.
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Freedom of Contract — LLC Act Policy
6 Del. C. § 18-1101(b)
Express statutory policy: 'It is the policy of [the LLC Act] to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.'
Fiduciary Duty Modification
6 Del. C. § 18-1101(c)–(e)
Delaware uniquely permits LLC agreements to modify, restrict, or eliminate fiduciary duties, subject only to the implied contractual covenant of good faith and fair dealing.
Court of Chancery Jurisdiction
Del. Const. Art. IV, § 10; 6 Del. C. § 18-111
The Court of Chancery has jurisdiction over all matters relating to the internal affairs of Delaware LLCs and LPs. Expert judges, no juries, expedited proceedings — the premier venue for business entity disputes.
Revised Uniform Partnership Act
RUPA (1997)
Model act adopted by most states governing partnership formation, operation, and dissolution.