Delaware's own LP statute is the shield behind fund docs

The record

Delaware's limited partnership statute lives in Title 6, Chapter 17 of the Delaware Code, which the chapter's own short-title section states "may be cited as the 'Delaware Revised Uniform Limited Partnership Act.'" As currently published, that section carries a citation history running from "6 Del. C. 1953, § 1728" through "59 Del. Laws, c. 105," "63 Del. Laws, c. 420," and more than a dozen further amendments up to "85 Del. Laws, c. 46." That lineage shows a statute originally codified in 1953, substantially revised under at least two later General Assembly sessions, and amended repeatedly since; it does not hand a reader one clean "the Act was passed in [year]" sentence, and this entry does not assert one.

What the sources establish

The provision that most directly enables the fund structure used throughout this archive is section 17-303, "Liability to third parties", which states that "a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or... participates in the control of the business," and then lists a long, specific set of activities — serving on a committee, consulting with a general partner, voting on an amendment, sitting on an advisory board — that a limited partner may do without losing that shield. That list-based drafting is what gives limited partners, including institutional LPs, confidence that ordinary fund-governance participation will not expose them to general-partner-style liability. The statute's own text is the source for that protection; no secondary description substitutes for reading the specific carve-outs.

Scope and revision

The liability shield in section 17-303 applies to Delaware limited partnerships specifically; a fund formed under another state's or country's law relies on that jurisdiction's own equivalent statute, which may list different or narrower safe-harbor activities. Delaware's own chapter has been amended by session laws spanning from the 1970s through 2025, so a subsection's exact wording should be checked against the current, dated text rather than assumed static. This entry deliberately does not assign one enactment year to "the" Delaware Revised Uniform Limited Partnership Act, since the chapter's history notes show a sequence of enactments and revisions rather than one clean date.

The decision in front of you

A limited partner reviewing its own participation rights under a fund's limited partnership agreement should check the specific safe-harbor list in section 17-303 against the powers the fund agreement actually grants it, rather than assume "limited liability" is self-executing regardless of what the LP does. This is an editorial reading of how the statute is used in practice, not a claim the statute makes about any specific fund.

• Does the fund's LPA grant limited partners any right or power not on the current section 17-303 safe-harbor list?
• Is the fund actually a Delaware limited partnership, or formed under a similar-sounding statute in another jurisdiction?
• Has the cited section been amended since the LPA was drafted, and does current text still match what counsel relied on?

Delaware's own chapter, not any restatement, defines a limited partner's liability boundary, and that chapter has kept changing since its first codification.