Key Aspects and Features of Delaware Alternative Entities Delaware Limited Partnerships Since the Delaware Revised Uniform Limited Partnership Act , 6 Del. A Delaware limited partnership may be formed by two or more persons or entities, and must have one or more general partners and one or more limited partners.
Further, a limited partnership may carry on any lawful business, whether or not for profit, with the exception of banking and insurance.
Unlike Delaware corporations, there are far fewer statutory provisions defining the rights, powers, duties and authority of Delaware alternative entities and their owners and managers.
However, it is not uncommon, especially in securitization transactions, for the LP Agreement to provide that the general partner's authority with respect to specific types of actions is limited.
In this regard, it is frequently the case that the general partner must obtain limited partner consent before committing the limited partnership to certain courses of action.
Although Delaware law permits the LP Agreement to be oral, this is generally not advisable, particularly in securitization transactions.
The LP Agreement typically contains provisions addressing the business to be conducted by the limited partnership, the admission of partners, the rights, powers and duties of partners, the allocation of profits and losses among the partners, and the dissolution and winding up of the limited partnership.