Delaware General Assembly

Signed 6/26/09

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

4/30/09

DeLuca

Rep. M. Smith

AN ACT TO AMEND CHAPTER 15, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY PARTNERSHIPS.

This bill continues the practice of amending periodically the Delaware Revised Uniform 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 § 15-101(16) of the Act to confirm the intended broad scope of the term "trust" as used in the definition of "Person". Sections 2, 6, 7 and 9. These sections amend §§ 15-103(c), 15-201(a), 15-203 and 15-501 of the Act to permit a limited liability partnership to use its statement of qualification rather than a statement of partnership existence to opt-out of the default rules provided for in those subsections. Section 3. This section amends § 15-105(c) of the Act to clarify that a certificate of conversion to partnership and a certificate of partnership domestication may be executed either by at least one partner, by one or more authorized persons or by any person authorized to execute such certificate on behalf of the other entity or non-United States entity, respectively, and that a certificate of merger or consolidation filed by a surviving or resulting other business entity must be executed by any person authorized to execute such certificate on behalf of such other business entity. Section 4. This section amends § 15-106(c) of the Act to provide that a limited liability partnership that does not file a statement of partnership existence but does file a statement of qualification may receive the benefits of § 15-106(c) of the Act. Section 5. This section amends § 15-122 of the Act to clarify the jurisdiction of the Court of Chancery with respect to matters pertaining to partnerships formed under Delaware law or doing business in Delaware. Section 8. This section amends § 15-407(e) of the Act to confirm that each reference in such section to "as otherwise permitted by law" includes an amendment made as permitted by § 15-902(g) of the Act. Section 10. This section amends § 15-901(a) of the Act to make changes conforming to the amendment to § 15-105 of the Act. Section 11. This section amends § 15-902(a) of the Act to make changes conforming to the amendment to § 15-105 of the Act. Section 12. This section amends § 15-902(c)(4) of the Act to permit a change of the registered office or registered agent to be set forth in a certificate of merger filed by a surviving domestic partnership. Section 13. This section amends § 15-902(g) of the Act to confirm the ability by merger or consolidation to amend a partnership agreement or adopt a new partnership agreement for a domestic partnership that is the surviving or resulting partnership in a merger or consolidation by obtaining the approval required by § 15-902(b) of the Act, unless the partnership agreement by its terms limits such amendment or adoption. Section 14. This section amends § 15-904(a) of the Act to make changes conforming to the amendment to § 15-105 of the Act. Section 15. This section amends § 15-1001(c)(3) of the Act to clarify the intended meaning of this subsection. Section 16. This section amends § 15-1201 of the Act to clarify that the doctrine of independent legal significance, as developed in Delaware corporation law, applies in the context of Delaware partnerships. The amendment is not intended to limit development or application, with respect to Delaware partnerships, of the doctrine of independent legal significance as developed in cases arising under Delaware corporation law. Section 17. This section provides that the proposed amendments of the Act shall become effective August 1, 2009.

N/A

N/A

N/A

N/A

View HTML View PDF