TITLE 6

Commerce and Trade

SUBTITLE II

Other Laws Relating to Commerce and Trade

CHAPTER 17. Limited Partnerships

Subchapter XII. Statutory Public Benefit Limited Partnerships


This subchapter applies to all statutory public benefit limited partnerships, as defined in § 17-1202 of this title. If a limited partnership elects to become a statutory public benefit limited partnership under this subchapter in the manner prescribed in this subchapter, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such requirements shall apply, and notwithstanding § 17-1101 of this title or any other provision of this title, such requirements imposed by this subchapter may not be altered in the partnership agreement.

82 Del. Laws, c. 46, § 30.;

(a) A “statutory public benefit limited partnership” is a for-profit limited partnership formed under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited partnership shall be managed in a manner that balances the partners’ pecuniary interests, the best interests of those materially affected by the limited partnership’s conduct, and the public benefit or public benefits set forth in its certificate of limited partnership. A statutory public benefit limited partnership shall state in the heading of its certificate of limited partnership that it is a statutory public benefit limited partnership and shall set forth 1 or more specific public benefits to be promoted by the limited partnership in its certificate of limited partnership. The partnership agreement of a statutory public benefit limited partnership may not contain any provision inconsistent with this subchapter.

(b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than partners in their capacities as partners) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a partnership agreement contemplated by this subchapter.

82 Del. Laws, c. 46, § 30.;

Notwithstanding any other provision of this chapter, a statutory public benefit limited partnership may not, without the approval (i) by all general partners, and (ii) limited partners who own more than 2/3 of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners:

(1) Amend its certificate of limited partnership to delete or amend a provision required by § 17-1202(a) of this title;

(2) Merge or consolidate with or into another entity or divide into 2 or more domestic limited partnerships if, as a result of such merger, consolidation or division, the limited partnership interests in such limited partnership would become, or be converted into or exchanged for the right to receive, limited partnership interests or other equity interests in a domestic or foreign limited partnership or other entity that is not a statutory public benefit limited partnership or similar entity, the certificate of limited partnership or partnership agreement (or similar governing document) of which does not contain provisions identifying a public benefit or public benefits comparable in all material respects to those set forth in the certificate of limited partnership of such limited partnership as contemplated by § 17-1202(a) of this title; or

(3) Cease to be a statutory public benefit limited partnership under the provisions of this subchapter.

82 Del. Laws, c. 46, § 30.;

(a) The general partners or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited partnership shall manage or direct the business and affairs of the statutory public benefit limited partnership in a manner that balances the pecuniary interests of the partners, the best interests of those materially affected by the limited partnership’s conduct, and the specific public benefit or public benefits set forth in its certificate of limited partnership. Unless otherwise provided in a partnership agreement, no general partner or other person with authority to manage or direct the business and affairs of the statutory public benefit limited partnership shall have any liability for monetary damages for the failure to manage or direct the business and affairs of the statutory public benefit limited partnership as provided in this subsection.

(b) A general partner of a statutory public benefit limited partnership or any other person with authority to manage or direct the business and affairs of the statutory public benefit limited partnership shall not, by virtue of the public benefit provisions or § 17-1202(a) of this title, have any duty to any person on account of any interest of such person in the public benefit or public benefits set forth in its certificate of limited partnership or on account of any interest materially affected by the limited partnership’s conduct and, with respect to a decision implicating the balance requirement in subsection (a) of this section, will be deemed to satisfy such person’s fiduciary duties to limited partners and the limited partnership if such person’s decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.

82 Del. Laws, c. 46, § 30.;

A statutory public benefit limited partnership shall no less than biennially provide its limited partners with a statement as to the limited partnership’s promotion of the public benefit or public benefits set forth in its certificate of limited partnership and as to the best interests of those materially affected by the limited partnership’s conduct. The statement shall include:

(1) The objectives that have been established to promote such public benefit or public benefits and interests;

(2) The standards that have been adopted to measure the limited partnership’s progress in promoting such public benefit or public benefits and interests;

(3) Objective factual information based on those standards regarding the limited partnership’s success in meeting the objectives for promoting such public benefit or public benefits and interests; and

(4) An assessment of the limited partnership’s success in meeting the objectives and promoting such public benefit or public benefits and interests.

82 Del. Laws, c. 46, § 30.;

Limited partners of a statutory public benefit limited partnership or assignees of partnership interests in a statutory public benefit limited partnership owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the then-current percentage or other interest in the profits of the limited partnership or, in the case of a limited partnership with partnership interests listed on a national securities exchange, the lesser of such percentage or partnership interests of at least $2,000,000 in market value, may maintain a derivative lawsuit to enforce the requirements set forth in § 17-1204(a) of this title.

82 Del. Laws, c. 46, § 30.;

This subchapter shall not affect a statute or rule of law that is applicable to a limited partnership that is not a statutory public benefit limited partnership.

82 Del. Laws, c. 46, § 30.;

The provisions of this subchapter shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited partnership that is formed or operated for a public benefit (including a limited partnership that is designated as a public benefit limited partnership) that is not a statutory public benefit limited partnership.

82 Del. Laws, c. 46, § 30.;