Section 1. Amend § 17-101(5), Chapter 17, Title 6 of the Delaware Code by deleting the words “has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so” and substituting in lieu thereof the word “is”, by inserting the words “as a general partner” immediately after the word “named”, by deleting the word “the” immediately after the word “which” and substituting in lieu thereof the word “a”, by deleting the word “organized” and substituting in lieu thereof the word “formed”, and by inserting the words “and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter” immediately before the “.” at the end thereof.

Section 2. Amend § 17-101(8), Chapter 17, Title 6 of the Delaware Code by deleting the words “has been” and substituting in lieu thereof the word “is” and by deleting the word “organized” and substituting in lieu thereof the word “formed”.

Section 3. Amend § 17-101(12), Chapter 17, Title 6 of the Delaware Code by deleting the word “or” immediately prior to the word “oral” in the first sentence thereof and substituting in lieu thereof a “,” and by inserting the words “or implied” immediately after the word “oral”.

Section 4. Amend § 17-104(a)(2), Chapter 17, Title 6 of the Delaware Code by inserting the words “having a business office identical with such registered office,” immediately before the words “which agent”.

Section 5. Amend § 17-104(d), Chapter 17, Title 6 of the Delaware Code by deleting the words “deemed to be” in the fourth sentence thereof.

Section 6. Amend § 17-104(e)(3), Chapter 17, Title 6 of the Delaware Code by inserting the words “and foreign limited partnerships” immediately before the words “for which it serves” and by inserting the words “or foreign limited partnership” immediately before the words “to which the service”.

Section 7. Amend § 17-104(e)(4), Chapter 17, Title 6 of the Delaware Code by inserting the words “and foreign limited partnerships” immediately before the words “for which it serves”.

Section 8. Amend § 17-104(g), Chapter 17, Title 6 of the Delaware Code by inserting the words “and each foreign limited partnership” immediately before the words “for which he, she, or it serves as registered agent” in the third sentence thereof.

Section 9. Amend § 17-104(i)(4), Chapter 17, Title 6 of the Delaware Code by deleting each of the two appearances of the words “deemed to be” therein.

Section 10. Amend § 17-201, Chapter 17, Title 6 of the Delaware Code by inserting a new subsection (d) at the end thereof reading as follows:

“(d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the formation of the limited partnership or at such other time or date as provided in or reflected by the partnership agreement.”.

Section 11. Amend § 17-203, Chapter 17, Title 6 of the Delaware Code by inserting the word “limited” immediately after the words “winding up of the” in the first sentence thereof, by inserting the words “or upon the future effective date or time of a certificate of merger or consolidation if the limited partnership is not the surviving or resulting entity in a merger or consolidation,” immediately before the words “or upon the filing of a certificate of transfer” in the first sentence thereof, by inserting the words “or upon the future effective date or time of a certificate of transfer” immediately after “or upon the filing of a certificate of transfer” in the first sentence thereof, by deleting the word “a” immediately before the words “non-Delaware entity” in the first sentence thereof, by inserting the words “or upon the future effective date or time of a certificate of conversion to non-Delaware entity” immediately before the “.” at the end of the first sentence thereof, and by inserting the following as a new paragraph at the end of such section: “The Secretary of State shall not issue a certificate of good standing with respect to a limited partnership if its certificate of limited partnership is cancelled.”.

Section 12. Amend § 17-204(a)(1), Chapter 17, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 13. Amend § 17-206(a), Chapter 17, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance" in the first sentence thereof.

Section 14. Amend § 17-206(a)(1), Chapter 17, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance" in the first sentence thereof.

Section 15. Amend § 17-206(b), Chapter 17, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “as specified in § 17-104(d)” in the second sentence thereof and substituting in lieu thereof a “,” by inserting the words “or § 17-1110(a)” immediately before the words “of this title,” in the second sentence thereof, and by inserting the word "domestic" immediately before all three appearances of the word "continuance" in the sixth sentence thereof.

Section 16. Amend § 17-206(d), Chapter 17, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 17. Amend § 17-207(a), Chapter 17, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 18. Amend § 17-211(a), Chapter 17, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “business trust” and substituting in lieu thereof the word “, an”, and by inserting the words “or entity” immediately after the words “unincorporated business”.

Section 19. Amend § 17-211(c)(8), Chapter 17, Title 6 of the Delaware Code by inserting the words “(including a limited liability limited partnership),” immediately after the first appearance of the words “domestic limited partnership” in the first sentence thereof, by inserting the word “a” immediately before the first appearance of the word “corporation” in the first sentence thereof, by deleting the word “or” immediately before the first appearance of the words “limited liability company” in the first sentence thereof and substituting in lieu thereof a “,”, by inserting the words “, partnership (including a limited liability partnership) or statutory trust” immediately before the words “organized under the laws” in the first sentence thereof, and by deleting the words “or a statutory trust organized under Chapter 38 of Title 12” in the first sentence thereof.

Section 20. Amend § 17-211(h), Chapter 17, Title 6 of the Delaware Code by inserting the words “, and the merger or consolidation shall not constitute a dissolution of such limited partnership” immediately before the “.” at the end of the second sentence thereof.

Section 21. Amend § 17-211, Chapter 17, Title 6 of the Delaware Code by inserting a new subsection (k) at the end of such Section reading as follows: “(k) A partnership agreement may provide that a domestic limited partnership shall not have the power to merge or consolidate as set forth in this section.”.

Section 22. Amend § 17-212, Chapter 17, Title 6 of the Delaware Code by inserting the words “or series” immediately after the words “any class or group” in the first sentence thereof and by inserting the words “or continuance” immediately after the words “transfer to or domestication” in the first sentence thereof.

Section 23. Amend § 17-216(g), Chapter 17, Title 6 of the Delaware Code by deleting the word “continuation” immediately after the words “domestication or” in the third sentence thereof and substituting in lieu thereof the word “continuance”.

Section 24. Amend §17-216, Chapter 17, Title 6 of the Delaware Code by inserting a new subsection (h) at the end of such section reading as follows: “(h) A partnership agreement may provide that a domestic limited partnership shall not have the power to transfer, domesticate or continue as set forth in this section.”.

Section 25. Amend § 17-218, Chapter 17, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “general partners” in the heading of the section and substituting in lieu thereof a “,” and by inserting the words “or assets” immediately after the words “partnership interests” in the heading of the section.

Section 26. Amend § 17-218(a), Chapter 17, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “general partners” and substituting in lieu thereof a “,” and by deleting the word “having” immediately after the words “partnership interests” and substituting in lieu thereof the words “or assets. Any such series may have”.

Section 27. Amend § 17-218(b), Chapter 17, Title 6 of the Delaware Code by deleting the first reference to the words “separate and distinct” in the first sentence thereof and substituting in lieu thereof the word “the”, by deleting the word “are” immediately before the word “maintained” in the first sentence thereof, by deleting the word “and” immediately after the third appearance of the word “series” in the first sentence thereof and substituting in lieu thereof the words “account for”, by deleting the words “any such series are held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records” in the first sentence thereof and substituting in lieu thereof the words “such series”, and by inserting the following two sentences at the end thereof: “Assets associated with a series may be held directly or indirectly, including in the name of such series, in the name of the limited partnership, through a nominee or otherwise. Records maintained for a series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited partnership, or any other series thereof.”.

Section 28. Amend § 17-218, Chapter 17, Title 6 of the Delaware Code by redesignating subsections "(c)" through "(m)" thereof as "(d)" through "(n)" and inserting a new subsection "(c)" thereof reading as follows: "(c) A series established in accordance with subsection (b) of this section may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of banking as defined in §126 of Title 8. Unless otherwise provided in a partnership agreement, a series established in accordance with subsection (b) of this section shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued.”.

Section 29. Amend newly designated § 17-218(i), Chapter 17, Title 6 of the Delaware Code by deleting the words "(i) and (k)" in the first sentence thereof and substituting in lieu thereof the words "(j) and (l)".

Section 30. Amend newly designated § 17-218(k)(5), Chapter 17, Title 6 of the Delaware Code by deleting the word “(l)” and substituting in lieu thereof the word “(m)”.

Section 31. Amend newly designated § 17-218(n), Chapter 17, Title 6 of the Delaware Code by deleting the word “or” immediately after the first appearance of the words “general partners” in the first sentence thereof and substituting in lieu thereof a “,”, by inserting the words “or assets” immediately before the words “having separate rights” in the first sentence thereof and by deleting the words “, unless otherwise provided in the partnership agreement, none” immediately after the words “associated with such series, and” in the second sentence thereof and substituting in lieu thereof the words “whether any”.

Section 32. Amend § 17-219(h), Chapter 17, Title 6 of the Delaware Code by deleting the first sentence thereof.

Section 33. Amend § 17-219, Chapter 17, Title 6 of the Delaware Code by inserting a new subsection (i) at the end of such section reading as follows: “(i) A partnership agreement may provide that a domestic limited partnership shall not have the power to convert as set forth in this section.”.

Section 34. Amend § 17-702(b), Chapter 17, Title 6 of the Delaware Code by inserting a new sentence at the end thereof reading as follows: "A limited partnership shall not have the power to issue a certificate of partnership interest in bearer form.".

Section 35. Amend § 17-904(b)(2), Chapter 17, Title 6 of the Delaware Code by inserting the words “having a business office identical with such registered office,” immediately after the first “,” therein, by deleting the words “either an individual resident of the State of Delaware whose business office is identical with the limited partnership’s registered office, or a domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic statutory trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a registered agent.” immediately after the words “which agent may be” and substituting in lieu thereof the words “any of:”, and by inserting immediately thereafter new paragraphs a. through c. reading as follows:

“a. An individual resident in the State of Delaware,

b. A domestic limited liability company, a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), or a domestic statutory trust, or

c. A foreign corporation, a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) (other than the foreign limited partnership itself), a foreign limited liability company or a foreign statutory trust.”.

Section 36. Amend § 17-904(c), Chapter 17, Title 6 of the Delaware Code by deleting the words “his or her” immediately after the words “copy of the certificate under” in the fourth sentence thereof and substituting in lieu thereof the words “the Secretary of State’s own”.

Section 37. Amend § 17-904(e), Chapter 17, Title 6 of the Delaware Code by deleting the words “deemed to be” immediately before the word “cancelled” in the fourth sentence thereof.

Section 38. Amend § 17-906, Chapter 17, Title 6 of the Delaware Code by deleting the word “and” immediately after the words “as provided in § 17-104(i)(4)” in the second sentence thereof and substituting in lieu thereof a “,” and by inserting the words “and § 17-1109(g)” immediately before the words “of this title” in the second sentence thereof.

Section 39. Amend § 17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 40. Amend § 17-1110(a), Chapter 17, Title 6 of the Delaware Code by deleting the words “deemed to be”.

Section 41. This Act shall become effective August 1, 2007.

SYNOPSIS

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.

Author: Senator Adams