Delaware General Assembly

CHAPTER 73

FORMERLY

SENATE BILL NO. 178

AS AMENDED BY SENATE AMENDMENT NO. 1

Section 1. Amend §17-101(9), Chapter 17, Title 6 of the Delaware Code by deleting the word "registered".

Section 2. Amend §17-101(14), Chapter 17, Title 6 of the Delaware Code by deleting the words "and whether domestic or foreign", by deleting ", foreign limited liability company" and by inserting at the end of the sentence ", in each case, whether domestic or foreign".

Section 3. Amend §17-102(3), Chapter 17, Title 6 of the Delaware Code by inserting ", partnership" after the first, third and fourth appearances of the word "corporation" therein, by inserting ", foreign business trust, foreign partnership" after the first appearance of the words "foreign limited partnership" therein, by inserting the words "on such records" after both appearances of the words "from the name" therein, and by deleting the phrase ", limited liability partnership" in all three places where it appears therein.

Section 4. Amend §17-104, Chapter 17, Title 6 of the Delaware Code by deleting existing subsections (b), (c) and (d) thereof in their entirety and by substituting in lieu thereof the following subsections (b), (c) and (d):

"(b) A registered agent may change the address of the registered office of the limited partnership(s) for which it is registered agent to another address in the State of Delaware by paying a fee as set forth in § 17-1107(a)(2) of this title and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the address at which such registered agent has maintained the registered office for each of the limited partnerships for which it is a registered agent, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the limited partnerships for which it is a registered agent. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under the Secretary's hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the State of Delaware of each of the limited partnerships for which the agent is a registered agent shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a limited partnership, such registered agent shall file with the Secretary of State a certificate, executed by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed and the address at which such registered agent has maintained the registered office for each of the limited partnerships for which it is a registered agent, and shall pay a fee as set forth in § 17-1107(a)(2) of this title. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the certificate under his or her hand and seal of office. A change of name of any person acting as a registered agent of a limited partnership as a result of a merger or consolidation of the registered agent, with or into another person which succeeds to its assets and liabilities by operation of law, shall be deemed a change of name for purposes of this section. Filing a certificate under this section shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto, to amend its certificate of limited partnership under § 17-202 of this title. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each limited partnership affected thereby.

(c) The registered agent of 1 or more limited partnerships may resign and appoint a successor registered agent by paying a fee as set forth in § 17-1107(a)(2) of this title and filing a certificate with the Secretary of State, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement of each affected limited partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such limited partnerships as have ratified and approved such substitution and the successor registered agent’s address, as stated in such certificate, shall become the address of each such limited partnership’s registered office in the State of Delaware. The Secretary of State shall then issue a certificate that the successor registered agent has become the registered agent of the limited partnerships so ratifying and approving such change and setting out the names of such limited partnerships. Filing of such certificate of resignation shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto to amend its certificate of limited partnership under § 17-202 of this title.

(d) The registered agent of one or more limited partnerships may resign without appointing a successor registered agent by paying a fee as set forth in § 17-1107(a)(2) of this title and filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall contain a statement that written notice of resignation was given to each affected limited partnership at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the limited partnership at its address last known to the registered agent and shall set forth the date of such notice. After receipt of the notice of the resignation of its registered agent, the limited partnership for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such limited partnership fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the certificate of such limited partnership shall be deemed to be canceled. After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against each limited partnership for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 17-105 of this title."

Section 5. Amend §17-204(a), Chapter 17, Title 6 of the Delaware Code by deleting from subsection (4) thereof all appearances of the words ", certificate of amendment of a certificate of merger or consolidation or certificate of termination of a merger or consolidation", by deleting the word "and" from the end of the subsection (4) thereof, by deleting the "." at the end of subsection (5) thereof and by substituting in lieu thereof "; and", and further by adding a new subsection (6) thereto as follows:

"(6) A certificate of termination of a certificate with a future effective date or time or a certificate of amendment of a certificate with a future effective date or time being filed in accordance with § 17-206(c) of this chapter shall be signed in the same manner as the certificate with a future effective date or time being amended or terminated is required to be signed under this chapter."

Section 6. Amend §17-206(a), Chapter 17, Title 6 of the Delaware Code by inserting "any corrected certificate," immediately following "restated certificate," in the first sentence thereof and by inserting "the corrected certificate," immediately following "restated certificate," in the first sentence of subsection (1) thereof.

Section 7. Amend §17-206(a), Chapter 17, Title 6 of the Delaware Code by deleting from the first sentence thereof "amendment of a certificate of merger or consolidation, termination of a merger or consolidation" and by substituting in lieu thereof "amendment of a certificate with a future effective date or time, termination of a certificate with a future effective date or time" and by deleting from subsection (1) thereof the words "the certificate of amendment of a certificate of merger or consolidation, the certificate of termination of a merger or consolidation" and by substituting in lieu thereof "the certificate of amendment of a certificate with a future effective date or time, the certificate of termination of a certificate with a future effective date or time".

Section 8. Amend §17-206(b), Chapter 17, Title 6 of the Delaware Code by inserting ", corrected certificate" immediately following the word "correction" in the first sentence thereof and by inserting ", corrected" immediately following the word "amended" in the first sentence thereof.

Section 9. Amend §17-206(b), Chapter 17, Title 6 of the Delaware Code by deleting "Upon the filing of a certificate of amendment of a certificate of merger or consolidation, the certificate of merger or consolidation identified in the certificate of amendment of a certificate of merger or consolidation is amended. Upon the filing of a certificate of termination of a merger or consolidation, the certificate of merger or consolidation identified in the certificate of termination of a merger or consolidation is terminated."

Section 10. Amend §17-206, Chapter 17, Title 6 of the Delaware Code by relettering subsections (c) and (d) thereof as (d) and (e), respectively, and by adding a new subsection (c) thereto as follows:

"(c) If any certificate filed in accordance with this chapter provides for a future effective date or time and if, prior to such future effective date or time set forth in such certificate, the transaction is terminated or its terms are amended to change the future effective date or time or any other matter described in such certificate so as to make such certificate false or inaccurate in any respect, such certificate shall, prior to the future effective date or time set forth in such certificate, be terminated or amended by the filing of a certificate of termination or certificate of amendment of such certificate, executed in accordance with § 17-204 of this chapter, which shall identify the certificate which has been terminated or amended and shall state that the certificate has been terminated or the manner in which it has been amended. Upon the filing of a certificate of amendment of a certificate with a future effective date or time, the certificate identified in such certificate of amendment is amended. Upon the filing of a certificate of termination of a certificate with a future effective date or time, the certificate identified in such certificate of termination is terminated."

Section 11. Amend newly designated §17-206(d), Chapter 17, Title 6 of the Delaware Code by inserting "a corrected certificate," immediately following "restated certificate,".

Section 12. Amend newly designated §17-206(d), Chapter 17, Title 6 of the Delaware Code by deleting "a certificate of amendment of a certificate of merger or consolidation, a certificate of termination of a merger or consolidation" and by substituting in lieu thereof "a certificate of amendment of a certificate with a future effective date or time, a certificate of termination of a certificate with a future effective date or time".

Section 13. Amend §17-211(e), Chapter 17, Title 6 of the Delaware Code by deleting the following:

"If a certificate of merger or consolidation provides for a future effective date or time and if an agreement of merger or consolidation is amended to change the future effective date or time, or if an agreement of merger or consolidation permits a certificate of merger or consolidation to be amended to change the future effective date or time without an amendment to the agreement of merger or consolidation, or if an agreement of merger or consolidation is amended to change any other matter described in the certificate of merger or consolidation so as to make the certificate of merger or consolidation false in any material respect, as permitted by subsection (b) of this section prior to the future effective date or time, the certificate of merger or consolidation shall be amended by the filing of a certificate of amendment of a certificate of merger or consolidation which shall identify the certificate of merger or consolidation and the agreement of merger or consolidation, if applicable, which has been amended and shall state that the agreement of merger or consolidation, if applicable, has been amended and shall set forth the amendment to the certificate of merger or consolidation. If a certificate of merger or consolidation provides for a future effective date or time and if an agreement of merger or consolidation is terminated as permitted by subsection (b) of this section prior to the future effective date or time, the certificate of merger or consolidation shall be terminated by the filing of a certificate of termination of a merger or consolidation which shall identify the certificate of merger or consolidation and the agreement of merger or consolidation which has been terminated and shall state that the agreement of merger or consolidation has been terminated."

Section 14. Amend §17-214(a)(2), Chapter 17, Title 6 of the Delaware Code by deleting the phrase " 'Limited Partnership' or the abbreviation 'L.P.' or the designation 'LP' followed by the words".

Section 15. Amend §17-214(b), Chapter 17, Title 6 of the Delaware Code by inserting the words "for purposes of subsections (a) and (c) of this section" following the words "limited liability limited partnership" and by deleting the words "certificate or" from subsection (1) thereof.

Section 16. Amend §17-214, Chapter 17, Title 6 of the Delaware Code by adding a new subsection (d) thereto as follows:

"(d) Except as provided in subsections (a), (b) and (c) of this section, a limited liability limited partnership shall be governed by this chapter, including, without limitation, § 17-1105 of this chapter."

Section 17. Amend §17-215, Chapter 17, Title 6 of the Delaware Code by adding at the end thereof a new subsection (j) to read as follows:

"(j) In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a domestic limited partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, such domestic limited partnership or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another domestic limited partnership or other entity."

Section 18. Amend §17-216, Chapter 17, Title 6 of the Delaware Code by adding at the end thereof a new subsection (f) to read as follows:

"(f) In connection with a transfer or domestication of a domestic limited partnership to or in another jurisdiction pursuant to subsection (a) of this section, rights or securities of, or interests in, such limited partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, the business form in which the limited partnership will exist in such other jurisdiction as a consequence of the transfer or domestication or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another business form."

Section 19. Amend §17-302(e), Chapter 17, Title 6 of the Delaware Code by inserting ", consented to or approved" after the words "voted on" in the first sentence thereof, by deleting the "." at the end of the second sentence thereof and by adding the following to the end of the second sentence thereof:

", and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in a partnership agreement, a consent transmitted by electronic transmission by a limited partner or by a person or persons authorized to act for a limited partner shall be deemed to be written and signed for purposes of this subsection (e). For purposes of this subsection (e), the term "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process."

Section 20. Amend §17-305, Chapter 17, Title 6 of the Delaware Code by adding at the end thereof a new subsection (f) to read as follows:

"(f) The rights of a limited partner to obtain information as provided in this section may be restricted in an original partnership agreement or in any subsequent amendment approved or adopted by all of the partners and in compliance with any applicable requirements of the partnership agreement. The provisions of this subsection shall not be construed to limit the ability to impose restrictions on the rights of a limited partner to obtain information by any other means permitted under this section."

Section 21. Amend §17-306, Chapter 17, Title 6 of the Delaware Code by inserting at the end thereof the following additional sentence:

"Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this chapter."

Section 22. Amend §17-403(a), Chapter 17, Title 6 of the Delaware Code by deleting the words "without limited partners" and by substituting in lieu thereof "that is governed by the Delaware Uniform Partnership Law (6 Del. C. § 1501, et seq.)".

Section 23. Amend §17-403(b), Chapter 17, Title 6 of the Delaware Code by deleting the words "without limited partners" in each of the first sentence and the second sentence thereof and by substituting in lieu thereof "that is governed by the Delaware Uniform Partnership Law (6 Del. C. § 1501, et seq.)".

Section 24. Amend §17-405(d), Chapter 17, Title 6 of the Delaware Code by inserting ", consented to or approved" after the words "voted on" in the first sentence thereof, by deleting the "." at the end of the second sentence thereof and by adding the following to the end of the second sentence thereof:

", and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in a partnership agreement, a consent transmitted by electronic transmission by a general partner or by a person or persons authorized to act for a general partner shall be deemed to be written and signed for purposes of this subsection (d). For purposes of this subsection (d), the term "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process."

Section 25. Amend §17-406, Chapter 17, Title 6 of the Delaware Code by inserting at the end thereof the following additional sentence:

"Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this chapter."

Section 26. Amend §17-702(b), Chapter 17, Title 6 of the Delaware Code by deleting the words "The partnership agreement may provide that" and by substituting in lieu thereof "Unless otherwise provided in a partnership agreement," and by deleting the words "and may also" and by substituting in lieu thereof ". A partnership agreement may".

Section 27. Amend §17-1105, Chapter 17, Title 6 of the Delaware Code by deleting the words "(Chapter 15 of this title)" and by substituting in lieu thereof "(6 Del. C. § 1501, et seq.)".

Section 28. Amend §17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by deleting "a certificate of amendment of a certificate of merger or consolidation under § 17-211(e) of this title, a certificate of termination of a merger or consolidation under § 17-211(e) of this title" and by substituting in lieu thereof "a certificate of amendment of a certificate with a future effective date or time under § 17-206(c) of this title, a certificate of termination of a certificate with a future effective date or time under § 17-206(c) of this title".

Section 29. This Act shall become effective August 1, 2001.