Delaware General Assembly

Signed 6/19/19

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

5/9/19

Brown

Sen. Hansen, Townsend, Delcollo
Reps. Bush, Griffith, Lynn

Sen. Ennis
Reps. Mitchell, Smyk, Spiegelman

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 Section 15-101 of the Act to include definitions for “document” and “electronic transmission.” These terms appear in new Section 15-124 among other places in the Act. “Electronic transmission” previously was defined in Section 15-407(d) of the Act, and the new definition provides specific statutory authority for Delaware partnerships to use networks of electronic databases (examples of which are described currently as “distributed ledgers” or a “blockchain”) for “electronic transmissions.” Section 2. This section amends Section 15-108(c) of the Act to provide that the name of a partnership must be such as to distinguish it from the name of any registered series of a limited partnership formed under the laws of the State of Delaware. Section 3. This section amends Section 15-111(d) of the Act to provide that if a partnership’s statement of partnership existence has been cancelled pursuant to Section 15-1209 of the Act or statement of qualification has been revoked pursuant to Section 15-1003 of the Act, its registered agent may resign without appointing a successor registered agent. The amendment also adds requirements regarding the content and form of the certificate of resignation filed with the Delaware Secretary of State when the registered agent resigns without appointing a successor, and provides that such information regarding the communications contact that must be included in such a certificate shall not be deemed public. Section 4. This section adds new Section 15-124 of the Act, which establishes non-exclusive, safe harbor methods to reduce certain acts or transactions to a written or electronic document and to sign and deliver a document manually or electronically. The terminology in Section 15-124(a) is based on analogous provisions in existing Section 15-407(d) of the Act, the Delaware Uniform Electronic Transactions Act (“UETA”), and the Model Business Corporation Act, with modifications. Section 15-124(a) permits partnership transactions (such as entering into agreements of merger not filed with the Secretary of State) to be documented, signed and delivered through “Docusign” and similar electronic means. The Section 15-124(a) safe harbor provisions apply solely for purposes of determining whether an act or transaction has been documented, and whether a document has been signed and delivered, in accordance with the Act and the partnership agreement. Section 15-124(a) does not preempt any statute of frauds or other law that might require actions be documented, or that documents be signed and delivered, in a specified manner. Section 15-124(a) clarifies how its provisions operate in connection with a transaction conducted pursuant to UETA. To the extent UETA does not apply to a transaction (under Section 12A-103 of UETA) because the transaction is governed by the Act, the parties to the transaction can satisfy the Act by complying with Section 15-124(a). Section 15-124(b) addresses certain actions and documents that are not governed by Section 15-124(a). There is no presumption that these excluded items are prohibited from being effected by electronic or other means, but Section 15-124 may not be relied on as a basis for documenting an act or transaction, or signing or delivering a document, if the exclusions set forth in Section 15-124(b) apply. Certain of these excluded items are governed by separate provisions that facilitate the use of electronic media, including documents filed with the Secretary of State (governed by Section 15-105(c)). Section 15-124(b) permits partnership agreement provisions that restrict the use of Section 15-124(a), but those restrictions must be expressly stated. A provision merely specifying that an act or transaction will be documented in writing, or that a document will be signed or delivered manually, will not prohibit the application of Section 15-124(a). Section 15-124(c) addresses the interaction between the provisions of the Act and the Electronic Signatures in Global and National Commerce Act (the “E-Sign Act”). Section 15-124(c) evidences an intent to allow the Act to govern the documentation of actions, and the signature and delivery of documents, to the fullest extent the Act is not preempted by the E-Sign Act. Section 5. This section amends Sections 15-403(c) of the Act to provide specific statutory authority for Delaware partnerships to use networks of electronic databases (examples of which are described currently as “distributed ledgers” or a “blockchain”) for the creation and maintenance of partnership records. Section 6. This section amends Section 15-407(d) of the Act to conform with the addition of the defined term “electronic transmission” in Section 15-101. Section 7. This section amends Section 15-1207(a)(4) of the Act to provide for the fee payable where the Secretary of State provides the copies of the document to be certified, Section 15-1207(a)(5) to clarify that the fee payable thereunder is for copies that are not certified by the Secretary of State, Section 15-1207(a)(8) to provide for the fee payable for a written report of a record search, and Section 15-1207(a)(9) to provide for the fee payable for any certificate issued via the Secretary of State’s online services. Section 8. This section provides that the proposed amendments to the Act shall become effective August 1, 2019.

82:47

11

8/1/19

N/A

View HTML View PDF