DE SB74 | 2011-2012 | 146th General Assembly
Status
Completed Legislative Action
Spectrum: Bipartisan Bill
Status: Passed on July 7 2011 - 100% progression
Action: 2011-07-07 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]
Spectrum: Bipartisan Bill
Status: Passed on July 7 2011 - 100% progression
Action: 2011-07-07 - Signed by Governor
Text: Latest bill text (Draft #1) [HTML]
Summary
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. Section 1. This section amends 15-105(h) of the Act to provide, for filings made on or after January 1, 2012, that the future effective date or time specified in a statement or certificate shall not be later than a time on the 180th day after the filing date. Section 2. This section amends 15-105 of the Act by adding a new subsection (l) to provide that there is no need for an amendment to a statement of partnership existence, statement of qualification, statement of foreign qualification, or any other document on file with the Secretary of State before August 1, 2011, to comply with new 15-111(k) of the Act, but that any statement or other document filed on or after August 1, 2011 and changing the address of a registered agent or registered office must comply with 15-111(k) of the Act. Sections 3, 10 and 12. These sections amend 15-105, 15-902 and 15-1001 of the Act to clarify certain matters relating to cancellation of a statement of partnership existence and cancellation of a statement of qualification, including that separate certificates of cancellation must be filed with the Secretary of State to cancel a statement of partnership existence and a statement of qualification, respectively. Section 4. This section amends 15-108(c) of the Act to provide that a domestic partnership may not register under a name that is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of another domestic partnership, provided that a domestic partnership registered as of July 31, 2011 under such a name need not amend its statement of partnership existence or statement of qualification to comply with this subsection. Section 5. This section adds a new subsection (k) to 15-111 of the Act providing that, in any statement or other document filed with the Secretary of State, the address of the registered agent or registered office of the partnership must include the street, number, city and postal code. Section 6. This section amends 15-306(c) of the Act to confirm that a partner of a limited liability partnership is not personally liable for liabilities arising out of circumstances or events occurring while the partnership is a limited liability partnership. Section 7. This section amends 15-407(d) of the Act to clarify the manner in which partners of a partnership may take action without a meeting. Section 8. This section amends 15-407(e) of the Act to adopt a rule different from the approach articulated in In re LJM2 Co-Investment, L.P. Limited Partners Litigation, 866 A.2d 762 (Del. Ch. 2004) with respect to the application of the type of amendment provision contained in the partnership agreement at issue in that case. This amendment provides that such amendment provisions only apply to provisions expressly included in the partnership agreement and do not apply to default voting provisions of the statute unless otherwise provided in the partnership agreement. This amendment is not intended to affect the interpretation of such amendment provisions as applied to provisions expressly included in the partnership agreement. Section 9. This section amends 15-901 of the Act to clarify that the certificate of conversion to partnership, the statement of partnership and, as applicable, the statement of qualification of an other entity converting to a Delaware partnership or limited liability partnership must be filed simultaneously with the Secretary of State and, to the extent such certificate and statements are to have a post-filing effective date or time, such certificate and statements must provide for the same effective date or time. Section 11. This section amends 15-904 of the Act to clarify that the certificate of partnership domestication and the statement of partnership existence of a non-United States entity domesticating to Delaware as a Delaware partnership must be filed simultaneously with the Secretary of State and, to the extent such certificate and statement are to have a post-filing effective date or time, such certificate and statement must provide for the same effective date or time. Section 13. This section amends 15-1207 of the Act to clarify that a registered agent filing a single certificate of resignation to resign from more than one partnership must pay a $2.00 fee to the Secretary of State for each partnership from which the registered agent is resigning. Section 14. This section amends 15-1207(a)(10) of the Act to provide a $50 filing fee for an instrument submitted by a partnership that changes only the registered office or registered agent of the partnership. Section 15. This section provides that the proposed amendments of the Act shall become effective August 1, 2011.
Title
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.
Sponsors
| Sen. Patricia Blevins [D] | Rep. George [?] |
Roll Calls
2011-06-23 - House - House Third Reading (Y: 41 N: 0 NV: 0 Abs: 0) [PASS]
History
| Date | Chamber | Action |
|---|---|---|
| 2011-07-07 | Signed by Governor | |
| 2011-06-23 | Passed by House of Representatives. Votes: Passed 41 YES 0 NO 0 NOT VOTING 0 ABSENT 0 VACANT | |
| 2011-06-15 | Reported Out of Committee (JUDICIARY) in House with 9 On Its Merits | |
| 2011-06-07 | Introduced and Assigned to Judiciary Committee in House | |
| 2011-06-02 | Passed by Senate. Votes: Passed 20 YES 0 NO 0 NOT VOTING 1 ABSENT 0 VACANT | |
| 2011-06-01 | Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits | |
| 2011-05-05 | Assigned to Judiciary Committee in Senate |
