CHAPTER 78
FORMERLY
SENATE BILL NO. 114
AN ACT TO AMEND CHAPTER 17, 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.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (three-fifths of all members elected to each house thereof concurring therein):
Section 1. Amend § 17-102(1), Chapter 17, Title 6 of the Delaware Code by adding the words or the designation 'LF" following the words or the abbreviation 'L.P.'".
Section 2. Amend § 17-106, Chapter 17, Title 6 of the Delaware Code by adding to the heading of the section "; powers" following the word "permitted", by adding "(a)" before the existing paragraph of the section, and by adding a new subsection to said section to be designated as subsection "(b)" to read as follows:
"(b) A limited partnership shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its partnership agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited partnership."
Section 3. Amend § 17-203, Chapter 17, Title 6 of the Delaware Code by adding or § 17-1110" after "§ 17-104(d)", and by adding ", or upon the filing of a certificate of merger or consolidation if the limited partnership is not the surviving or resulting entity in a merger or consolidation" after the word "title" in the first sentence of the section, and by adding to accomplish the cancellation of a certificate of limited partnership upon the dissolution and the completion of winding up of a limited partnership or at any other time there are no limited partners" before the word "and", and by adding the word "shall" after the word and in the second sentence of the section.
Section 4. Amend § 17-204(a), Chapter 17, Title 6 of the Delaware Code by deleting the word "and" at the end of paragraph "(3)", by deleting the "." at the end of paragraph "(4)" and inserting in lieu thereof the words "; and", and by adding a new paragraph "(5)" reading as follows:
"(5) A certificate of revival must be signed by at least I general partner."
Section 5. Amend § 17-204(a)(4), Chapter 17, Title 6 of the Delaware Code by adding at four places in the subsection immediately before the words or certificate of termination of a merger or consolidation", the words ", certificate of amendment of a certificate of merger or consolidation".
Section 6. Amend § 17-206(a), Chapter 17, Title 6 of the Delaware Code by deleting the words and of immediately following the words "certificate of merger or consolidation" and inserting in lieu thereof a "," and by adding immediately after the words "restated certificate the words "and any certificate of revival".
Section 7. Amend § 17-206(a), Chapter 17, Title 6 of the Delaware Code by adding the words ", a conformed signature or an electronically transmitted signature after the word "facsimile.
Section 8. Amend § 17-206(a), Chapter 17, Title 6 of the Delaware Code by adding after the words "certificates of amendment, correction", the words ", amendment of a certificate of merger or consolidation".
Section 9. Amend § 17-206(a)(1), Chapter 17, Title 6 of the Delaware Code by deleting the word or immediately after the words "certificate of merger or consolidation" and inserting in lieu thereof a "," and by adding immediately after the words "restated certificate" the words or certificate of revival".
Section 10. Amend § 17-206(a)(1), Chapter 17, Title 6 of the Delaware Code by adding after the words the certificate of correction," the words "the certificate of amendment of a certificate of merger or consolidation,".
Section 11. Amend § 17-206(b), Chapter 17, Title 6 of the Delaware Code by adding the following sentence at the end of said subsection:
"Upon the filing of a certificate of revival, the limited partnership shall be revived with the effect provided in § 17-1111 of this title."
Section 12. Amend § I7-206(b), Chapter 17, Title 6 of the Delaware Code by adding the following sentence immediately before the last sentence of said subsection:
"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."
Section 13. Amend § 17-206(c), Chapter 17, Title 6 of the Delaware Code by deleting the word or immediately following the words "certificate of merger or consolidation" and inserting in lieu thereof a "," and by adding immediately after the words "restated certificate" the words or a certificate of revival".
Section 14. Amend § 17-206(c), Chapter 17, Title 6 of the Delaware Code by adding immediately following the words "a certificate of correction," the words "a certificate of amendment of a certificate of merger or consolidation,".
Section 15. Amend § 17-207(a), Chapter 17, Title 6 of the Delaware Code by adding after the word "correction" the word ", revival".
Section 16. Amend § 17-211(a), Chapter 17, Title 6 of the Delaware Code by adding after the words or limited" the words "(including a foreign registered limited liability limited partnership)".
Section 17. Amend § 17-211(e), Chapter 17, Title 6 of the Delaware Code by deleting the words "to change the future effective date or time, by deleting at three places in the subsection the words "or amended", and by adding the following sentence immediately before the last sentence of said subsection:
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 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 § 17-211(b) of this title 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 which has been amended and shall state that the agreement of merger or consolidation has been amended and shall set forth the amendment to the certificate of merger or consolidation."
Section 18. Amend § 17-214(a)(3), Chapter 17, Title 6 of the Delaware Code by adding the words "or the designation 'LP"' following the words "or the abbreviation 'L.P.'".
Section 19. Amend § 17-301(6)(3), Chapter 17, Title 6 of the Delaware Code by deleting the words "or a partnership agreement" appearing after the words "agreement of merger or consolidation".
Section 20. Amend § 17-303(6)(2), Chapter 17, Title 6 of the Delaware Code by adding after the words "general partner" the words "or any other person", and by adding after the words "limited partnership" the words ", or to act or cause a general partner or any other person to take or refrain from taking any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to any matter, including the business of the limited partnership".
Section 21. Amend § 17-303(6)(8), Chapter 17, Title 6 of the Delaware Code by redesignating paragraph "m." of said subsection as paragraph "n.", by amending paragraph "1." of said subsection by deleting the word "or" as it appears at the end of said paragraph, and by adding a new paragraph to said subsection to be designated as paragraph "m." to read as follows:
"m. The making of, or the making of other determinations in connection with or concerning, investments, including investments in property, whether real, personal or mixed, either directly or indirectly, by the limited partnership; or ",
Section 22. Amend § 17-904(a), Chapter 17, Title 6 of the Delaware Code by adding the words "or the designation 'LP'" following the words "or the abbreviation 'L.P.'".
Section 23. Amend § 17-904(a), Chapter 17, Title 6 of the Delaware Code by adding after the words "from the name of any domestic or foreign corporation" the words ", business trust, limited liability company", and by adding after the words "with the written consent of the other corporation" the words ", business trust, limited liability company".
Section 24. Amend § 17-907(c), Chapter 17, Title 6 of the Delaware Code by adding after the words "solely by reason of the" the word "foreign".
Section 25. Amend § 17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by deleting the word "or" appearing alter the words "under § 17-212 of this title" and substituting in lieu thereof a ",", and by adding after the words "under § 17-1109(h) of this title," the words "or a certificate of revival under § 17-1111 of this title,".
Section 26. Amend § 17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by adding after the words "under § 17-210 of this title," the words "a certificate 'of amendment of a certificate of merger or consolidation under § 17-211(e) of this title,".
Section 27. Amend § 17-1107(a)(5), Chapter 17, Title 6 of the Delaware Code by deleting said subsection in its entirety and substituting in lieu thereof the following:
"(5) The Secretary of State may issue photocopies or electronic image copies of instruments on file, as well as instruments, documents and other papers not on file, and for all such photocopies or electronic image copies, whether certified or not, a fee of $5 shall be paid for the first page and $1 for each additional page. The Secretary of State may also issue microfiche copies of instruments on file as well as instruments, documents and other papers not on file, and for each such microfiche a fee of $2 shall be paid therefor. Notwithstanding the State of Delaware's Freedom of Information Act or other provision of this Code granting access to public records, the Secretary of State shall issue only photocopies, microfiche or electronic image copies of records in exchange for the fees described above,"
Section 28. Amend § 17-1107(b), Chapter 17, Title 6 of the Delaware Code by redesignating paragraphs "(1)" and "(2)" as paragraphs "(2)" and "(3)", respectively, and by adding before newly designated paragraph "(2)" the following new paragraph "(1)" reading as follows:
"(1) For all services described in subsection (a) of this section that are requested to be completed within 2 hours on the same day as the day of the request, an additional sum of up to $500;
Section 29. Amend Chapter 17, Title 6 of the Delaware Code by adding a new section designated § 17-1110 reading as follows:
"§ 17-1110. CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP FOR FAILURE TO PAY ANNUAL TAX.
(a) The certificate of limited partnership of a domestic limited partnership shall be deemed to be canceled if the limited partnership shall fail to pay the annual tax due under § 17-1109 of this title for a period of three years from the date it is due, such cancellation to be effective on the third anniversary of such due date.
(b) On or before October 31 of each calendar year, the Secretary of State shall publish in at least 1 newspaper of general circulation in the State of Delaware a list of those domestic limited partnerships whose certificates of limited partnership were canceled on June 1 of such calendar year pursuant to § 17-1110(a) of this title."
Section 30. Amend Chapter 17, Title 6 of the Delaware Code by adding a new section designated § 17-1111 reading as follows:
"§ 17-1111. REVIVAL OF DOMESTIC LIMITED PARTNERSHIP.
(a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to § 17-104(d) or § 17-1110(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival accompanied by the payment of the fee required by § 17-1107(a)(3) of this title and payment of the annual tax due under § 17-1109 of this title and all penalties and interest thereon for each year for which such domestic limited partnership neglected, refused or failed to pay such annual tax, including each year between the cancellation of its certificate of limited partnership and its revival. The certificate of revival shall set forth:
(1) The name of the limited partnership at the time its certificate of limited
partnership was canceled and, if such name is not available at the time of revival, the name under which the limited partnership is to be revived;
(2) The date of filing of the original certificate of limited partnership of the limited partnership;
(3) The address of the limited partnership's registered office in the State of Delaware and the name and address of the limited partnership's registered agent in the State of Delaware;
(4)A statement that the certificate of revival is filed by one or more general partners of the limited partnership authorized to execute and file the certificate of revival to revive the limited partnership; and
(5)Any other matters the general partner or general partners executing the certificate of revival determine to include therein.
(b) The certificate of revival shall be deemed to be an amendment to the
certificate of limited partnership of the limited partnership, and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership under § 17-202 of this title with respect to the matters set forth in the certificate of revival.
(c) Upon the filing of a certificate of revival, a limited partnership shall be revived with the same force and effect as if its certificate of limited partnership had not been canceled pursuant to § 17-104(d) or § 17-1110(a) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the limited partnership, its partners, employees and agents during the time when its certificate of limited partnership was canceled pursuant to § 17-104(d) or § 17-1110(a) of this title, with the same force and effect and to all intents and purposes as if the certificate of limited partnership had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the limited partnership at the time its certificate of limited partnership was canceled pursuant to § 17-104(d) or § 17-1110(a) of this title, or which were acquired by the limited partnership following the cancellation of its certificate of limited partnership pursuant to § 17-104(d) or § 17-1110(a) of this title, and which were not disposed of prior to the time of its revival, shall be vested in the limited partnership after its revival as fully as they were held by the limited partnership at, and after, as the case may be, the time its certificate of limited partnership was canceled pursuant to § 17-104(d) or § 17-1110(a) of this title. After its revival, the limited partnership and its partners shall have the same liability for all contracts, acts, matters and things made, done or performed in the limited partnership's name and on its behalf by its partners, employees and agents as the limited partnership and its partners would have had if the limited partnership's certificate of limited partnership had at all times remained in full force and effect."
Section 31. This Act shall be effective on August 1, 1995, except that section 17-1110 of Chapter 17, Title 6 of the Delaware Code shall become effective December 31, 1995.
Approved June 23, 1995