Delaware House Bill 374 (Prior Session Legislation)

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Completed Legislative Action
Spectrum: Bipartisan Bill
Status: Passed on June 10 2010 - 100% progression
Action: 2010-06-10 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]

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. Sections 1, 3, 6, 11, 12, 13, 14, 15, 16, 17 and 18. Sections 1, 3, 6, 11, 12, 13, 14, 15, 16, 17 and 18 amend 15-102(2), 15-105(d), 15-120, 15-902(a), 15-902(b), 15-902(c), 15-902(e), 15-902(f), 15-902(g), 15-902(k) and 15-902 of the Act to provide a mechanism to implement a short form merger under new Section 267 of Title 8 where a domestic partnership is the parent Entity (as defined in new Section 267(e)(2) of Title 8). Section 2. This section amends 15-101(12) of the Act to provide, in light of the decision of the Delaware Supreme Court in Olson v. Halvorsen, C.A. No. 1884 (Del. Supr. Dec. 15, 2009), which dealt with a limited liability company agreement, but may apply to a partnership agreement by analogy, that a partnership agreement is not subject to any statute of frauds. Sections 4 and 5. Sections 4 and 5 amend 15-112(b) and 15-113(b) of the Act to allow for service of process upon the Secretary of State thereunder by means of electronic transmission but only as prescribed by the Secretary of State, to authorize the Secretary of State to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate, and to enable the Secretary of State, in the event that service is effected through the Secretary of State in accordance therewith, to provide notice of service by letter sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Section 7. This section amends the Act to add a new 15-123 of the Act to clarify, for purposes of the laws of the State of Delaware, when a power of attorney will be irrevocable, and the effects of such irrevocability. Section 8. This section amends 15-202 of the Act to confirm the broad powers of a partnership. Section 9. This section amends 15-403(e) of the Act to clarify both the categories of information that are within its scope and that the prescribed time period for responding to an information demand may be varied by a partnership agreement. Section 10. This section amends 15-403(f) of the Act to make it consistent with other sections of the Act and to clarify and confirm that all amendments are valid if adopted in the manner provided for in the partnership agreement. Section 19. This section amends 15-1102(a) of the Act to require that a foreign limited liability partnership registering with the Secretary of State must file a certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence, along with, if applicable, a translation thereof under oath. Section 20. This section provides that the proposed amendments of the Act shall become effective August 2, 2010.

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.

Rep. Edward Bennett [D]	Sen. Patricia Blevins [D]	Rep. William Carson [D]	Rep. George [?]
Rep. Deborah Hudson [R]	Rep. James Johnson [D]	Rep. Thomas Kovach [R]	Sen. Gregory Lavelle [R]

2010-06-02 - Senate - Senate Third Reading (Y: 19 N: 0 NV: 0 Abs: 2) [PASS]
2010-04-29 - House - House Third Reading (Y: 39 N: 0 NV: 0 Abs: 2) [PASS]

Date	Chamber	Action
2010-06-10		Signed by Governor
2010-06-02		Passed by Senate. Votes: Passed 19 YES 0 NO 0 NOT VOTING 2 ABSENT 0 VACANT
2010-06-01		Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits
2010-05-04		Assigned to Judiciary Committee in Senate
2010-04-29		Passed by House of Representatives. Votes: Passed 39 YES 0 NO 0 NOT VOTING 2 ABSENT 0 VACANT
2010-04-28		Reported Out of Committee (JUDICIARY) in House with 5 Favorable, 3 On Its Merits
2010-04-21		Introduced and Assigned to Judiciary Committee in House

Type	Source
Summary	http://legis.delaware.gov/LIS/lis145.nsf/2bede841c6272c888025698400433a04/01a6f114258f975d8525770b004bc920?OpenDocument
Text	http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+374/$file/legis.html?open
Roll Call	http://legis.delaware.gov/LIS/lis145.nsf/7712cf7cc0e9227a852568470077336f/a44ef0244087c9f9852577140071ebc3?OpenDocument
Roll Call	http://legis.delaware.gov/LIS/lis145.nsf/7712cf7cc0e9227a852568470077336f/ce5c8b2e666a2381852577360074b04b?OpenDocument