Delaware General Assembly

Signed 7/10/07

The General Assembly has ended, the current status is the final status.

5/3/07

Adams

Sen. DeLuca, McDowell, Amick, F Simpson
Reps. Valihura, M. Smith, Stone, Hudson, Lavelle, Wagner, J. Johnson, Mitchell

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED PARTNERSHIPS.

This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends § 17-101(5) of the Act to clarify the intended meaning of such subsection. Section 2. This section amends § 17-101(8) of the Act to clarify the intended meaning of such subsection. Section 3. This section amends § 17-101(12) of the Act to conform the definition of partnership agreement to the definition of partnership agreement under the Delaware Revised Uniform Partnership Act to include implied agreements. Section 4. This section amends § 17-104(a)(2) of the Act to confirm that the business office of a limited partnership’s registered agent shall be identical to the registered office of the limited partnership in the State of Delaware. Section 5. This section amends § 17-104(d) of the Act to make a technical change. Section 6. This section amends § 17-104(e)(3) of the Act to confirm that such subsection also applies to a foreign limited partnership. Section 7. This section amends § 17-104(e)(4) of the Act to confirm that such subsection also applies to a foreign limited partnership. Section 8. This section amends § 17-104(g) of the Act to confirm that such subsection also applies to a foreign limited partnership. Section 9. This section amends § 17-104(i)(4) of the Act to make technical changes. Section 10. This section amends § 17-201 of the Act to add a new subsection (d) conforming to revised § 18-201(d) of the Delaware Limited Liability Company Act. Section 11. This section amends § 17-203 of the Act to make technical changes and to confirm that a certificate of good standing shall not be issued for a limited partnership if its certificate of limited partnership is cancelled. Sections 12, 13, 14, 15, 16, 17, and 39. Sections 12, 13, 14, 15, 16, 17, and 39 amend §§17-204, 17-206, 17-207 and 17-1107 of the Act to make technical changes. Section 18. This section amends § 17-211(a) of the Act to confirm the flexibility that exists under § 17-211. Section 19. This section amends § 17-211(c)(8) of the Act to provide that a certificate of merger need not contain a consent to jurisdiction where the surviving or resulting entity is a Delaware general partnership, and to simplify the wording of such subsection. Section 20. This section amends § 17-211(h) of the Act to confirm that a merger or consolidation of a domestic limited partnership does not constitute a dissolution of such limited partnership unless otherwise agreed. Sections 21, 24, and 33. Sections 21, 24, and 33 amend §§ 17-211, 17-216 and 17-219 of the Act by adding new subsections that confirm the ability to provide in the partnership agreement that a limited partnership does not have power to merge or consolidate under § 17-211 of the Act, transfer, domesticate or continue under § 17-216 of the Act, or convert under § 17-219 of the Act. These amendments are not intended to imply that the partnership agreement may not deny other powers to the limited partnership. Section 22. This section amends § 17-212 of the Act to make technical changes and to confirm the flexibility that exists under § 17-212. Section 23. This section amends § 17-216(g) of the Act to make a technical change. Sections 25 and 26. These sections amend § 17-218 of the Act to provide that a partnership agreement may establish a series of assets. Section 27. This section amends § 17-218(b) of the Act to clarify the requirements regarding the manner in which assets must be accounted for pursuant to such subsection and to confirm the flexibility that exists thereunder. Section 28. This section redesignates existing subsections and adds a new subsection (c) to § 17-218 of the Act to confirm the broad purposes and powers permitted of a series established under subsection 17-218(b) of the Act. Section 29. This section amends newly designated § 17-218(i) of the Act to make conforming changes. Section 30. This section amends newly designated § 17-218(k)(5) of the Act to make a conforming change. Section 31. This section amends newly designated § 17-218(n) of the Act to make conforming changes and to make technical changes. Section 32. This section amends § 17-219(h) of the Act to make a technical change. Section 34. This section amends § 17-702(b) of the Act to provide that a limited partnership shall not have the power to issue a certificate of partnership interest in bearer form. Section 35. This section amends § 17-904(b)(2) of the Act to conform such section to § 17-104 regarding the types of entities that may serve as registered agents and confirm that the business office of a foreign limited partnership’s registered agent shall be identical to the registered office of the foreign limited partnership in the State of Delaware. Section 36. This section amends § 17-904(c) of the Act to use gender neutral language in referring to the Delaware Secretary of State. Section 37. This section amends § 17-904(e) of the Act to make a technical change. Section 38. This section amends § 17-906 of the Act to make a technical change. Section 40. This section amends § 17-1110(a) of the Act to make a technical change. Section 41. This section provides that the proposed amendments of the Act shall become effective August 1, 2007.

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Takes effect upon being signed into law

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