Section 15-101 - DefinitionsAs used in this chapter unless the context otherwise requires:
(1) "Business" includes every trade, occupation and profession, the holding or ownership of property and any other activity for profit.(2) "Certificate" means a certificate of conversion to partnership under § 15-901 of this title, a certificate of conversion to a non-Delaware entity under § 15-903 of this title, a certificate of merger or consolidation or a certificate of ownership and merger under § 15-902 of this title, a certificate of partnership domestication under § 15-904 of this title, a certificate of transfer and a certificate of transfer and domestic continuance under § 15-905 of this title, a certificate of correction and a corrected certificate under § 15-118 of this title, and a certificate of termination of a certificate with a future effective date or time and a certificate of amendment of a certificate with a future effective date or time under § 15-105(i) of this title.(3) "Debtor in bankruptcy" means a person who is the subject of: (i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (ii) a comparable order under State of Delaware federal, state or foreign law governing insolvency.(4) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to a transferee of all or a part of a partner's economic interest.(5) "Document" means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments and (ii) an electronic transmission.(6) "Domestic partnership" means an association of two or more persons formed under § 15-202 of this title or predecessor law to carry on any lawful business, purpose or activity.(7) "Economic interest" means a partner's share of the profits and losses of a partnership and the partner's right to receive distributions.(8) "Electronic transmission" means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.(9) "Foreign limited liability partnership" means a partnership that: (i) is formed under laws other than the laws of the State of Delaware; and(ii) has the status of a limited liability partnership under those laws.(10) "Foreign partnership" means a partnership that is formed under laws other than laws of the State of Delaware.(11) "Limited liability partnership" means a domestic partnership that has filed a statement of qualification under § 15-1001 of this title.(12) "Liquidating Trustee" means a person, other than a partner, carrying out the winding up of a partnership.(13) "Partner" means a person who is admitted to a partnership as a partner of the partnership.(14) "Partnership" means an association of two or more persons formed under § 15-202 of this title, predecessor law or comparable law of another jurisdiction to carry on any business, purpose or activity. (15) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. A partnership is not required to execute its partnership agreement. A partnership is bound by its partnership agreement whether or not the partnership executes the partnership agreement. A partnership agreement is not subject to any statute of frauds (including § 2714 of this title). A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth therein. A partner of a partnership or a transferee of an economic interest is bound by the partnership agreement whether or not the partner or transferee executes the partnership agreement. A written partnership agreement or another written agreement or writing may consist of 1 or more agreements, instruments or other writings and may include or incorporate 1 or more schedules, supplements or other writings containing provisions as to the conduct of the business and affairs of the partnership.(16) "Partnership at will" means a partnership that is not a partnership for a definite term or particular undertaking.(17) "Partnership for a definite term or particular undertaking" means a partnership in which the partners have agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.(18) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's economic interest and all management and other rights.(19) "Person" means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.(20) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein.(21) "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the State of Delaware.(22) "Statement" means a statement of partnership existence under § 15-303 of this title, a statement of denial under § 15-304 of this title, a statement of dissociation under § 15-704 of this title, a statement of dissolution under § 15-805 of this title, a statement of qualification under § 15-1001 of this title, a statement of foreign qualification under § 15-1102 of this title, and an amendment or cancellation of any of the foregoing under § 15-105 of this title and a statement of correction and a corrected statement under § 15-118 of this title.(23) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.Amended by Laws 2023 , ch. 99, s 1, eff. 8/1/2023.Amended by Laws 2021 , ch. 380, s 1, eff. 8/1/2022.Amended by Laws 2019 , ch. 47, s 1, eff. 8/1/2019. 72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 85, §§ 1 - 3; 73 Del. Laws, c. 296, § 1; 74 Del. Laws, c. 103, § 1; 74 Del. Laws, c. 266, §1; 75 Del. Laws, c. 50, §§ 1, 2; 75 Del. Laws, c. 416, § 1; 76 Del. Laws, c. 106, §§ 1, 2; 77 Del. Laws, c. 59, § 1; 77 Del. Laws, c. 289, §§ 1, 2.;