A Delaware limited partnership is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act (DRULPA). It is the standard entity type for private equity, venture capital, and hedge funds.
Why It Matters
Delaware is the default jurisdiction for private funds because of its flexible partnership statute, well-developed case law, and specialized Court of Chancery. Institutional investors and their counsel expect Delaware entities, and choosing another state can raise questions during due diligence.
Key Details
- Formation requires filing a Certificate of Limited Partnership with the Delaware Secretary of State
- Annual franchise tax of $300
- Must maintain a registered agent in Delaware
- Governed by the Limited Partnership Agreement (LPA), not default statute rules
- The GP has unlimited liability unless structured as an LLC or other limited liability entity
For more on choosing between a limited partnership and an LLC, see the Delaware LP vs LLC Guide.
Capital Company handles Delaware LP formation and ongoing entity maintenance as part of fund administration.
This content is for informational purposes only and does not constitute legal, tax, or compliance advice. Consult qualified counsel for guidance specific to your situation.