DE HB367 | 2015-2016 | 148th General Assembly

Status

Completed Legislative Action
Spectrum: Slight Partisan Bill (Democrat 9-4)
Status: Passed on June 22 2016 - 100% progression
Action: 2016-06-22 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]

Summary

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 17-105 of the Act to provide a method for effecting service of legal process upon a series of a limited partnership established pursuant to 17-218(b) of the Act. Section 2. This section amends 17-218(b) of the Act to confirm and clarify two propositions. First, neither the first sentence of 17-218(b), nor any language in a partnership agreement or certificate of limited partnership that is included pursuant to that first sentence, shall be construed as restricting a series, or a limited partnership on behalf of a series, or a general partner associated with a series from agreeing to be liable for any or all of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to the limited partnership generally or any other series thereof, or restricting a limited partnership or a general partner of the limited partnership from agreeing to be liable for any or all of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to a series. Second, any reference in the Act to assets of a series includes assets associated with a series and any reference to assets associated with a series includes assets of a series. Section 3. This section amends 17-218(k) of the Act to make three changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the partners associated with a series to consent to the specified action by means other than a writing. Third, it eliminates the requirement for an agreement in writing and thereby permits the remaining partners associated with a series to agree to the specified actions by means other than a writing. Section 4. This section amends 17-302(e) of the Act to confirm that the provisions of that subsection are intended to be enabling and are not intended to restrict the way in which limited partners may vote on, consent to or approve any matter. Sections 5 and 6. These sections amend 17-401(b) and 17-402(a) of the Act to eliminate the requirement for a written consent and thereby permit the partners of a limited partnership to consent to the specified actions by means other than a writing. Section 7. This section amends 17-405(d) of the Act to confirm that the provisions of that subsection are intended to be enabling and are not intended to restrict the way in which general partners may vote on, consent to or approve any matter. Section 8. This section amends 17-704(a) of the Act to make three changes. First, it substitutes "becomes" for "may become" to clarify the effect of paragraphs (a)(1) and (a)(2). Second, it deletes the word "affirmative" as unnecessary in connection with a "vote." Third, it eliminates the requirement for a written consent and thereby permits the partners of a limited partnership to consent to the specified action by means other than a writing. Section 9. This section amends 17-801 of the Act to make three changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the partners of a limited partnership to consent to the specified action by means other than a writing. Third, it eliminates the requirement for an agreement in writing and thereby permits the remaining partners or the personal representative of the last remaining limited partner of a limited partnership and all of the general partners to agree to the specified actions by means other than a writing. Section 10. This section amends 17-806 of the Act to make two changes. First, it deletes the word "affirmative" as unnecessary in connection with a "vote." Second, it eliminates the requirement for a written consent and thereby permits the partners of a limited partnership or the personal representative of the last remaining limited partner of a limited partnership or the assignee of all of the limited partners’ partnership interests in a limited partnership or other persons to consent to the specified actions by means other than a writing. Section 11. This section provides that the proposed amendments of the Act shall become effective August 1, 2016.

Tracking Information

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Title

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.

Sponsors


Roll Calls

2016-06-08 - Senate - Senate Third Reading (Y: 21 N: 0 NV: 0 Abs: 0) [PASS]

History

DateChamberAction
2016-06-22HouseSigned by Governor
2016-06-08SenatePassed by Senate. Votes: Passed 21 YES 0 NO 0 NOT VOTING 0 ABSENT 0 VACANT
2016-05-18SenateReported Out of Committee (JUDICIARY) in Senate with 5 On Its Merits
2016-05-12SenateAssigned to Judiciary Committee in Senate
2016-05-12HousePassed by House of Representatives. Votes: Passed 38 YES 0 NO 0 NOT VOTING 3 ABSENT 0 VACANT
2016-05-11HouseReported Out of Committee (JUDICIARY) in House with 2 Favorable, 8 On Its Merits
2016-05-05HouseIntroduced and Assigned to Judiciary Committee in House

Delaware State Sources


Bill Comments

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