Delaware House Bill 373 (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

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(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 2, 26, 27 and 28. Sections 2, 26, 27 and 28 amend 17-105(b), 17-910(b), 17-911(a) and 17-911(c) 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 3. This section amends 17-106 of the Act to confirm the broad powers of a limited partnership. Sections 4, 5, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 21 and 30. Sections 4, 5, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 21 and 30 amend 17-203, 17-204(a), 17-206(a), 17-206(b), 17-206(d), 17-211(a), 17-211(b), 17-211(c), 17-211(e), 17-211(f), 17-211(g), 17-211, 17-212, 17-301(b) and 17-1107(a) of the Act to provide a mechanism to implement a short form merger under new Section 267 of Title 8 where a domestic limited partnership is the parent Entity (as defined in new Section 267(e)(2) of Title 8). Section 6. This section amends 17-204 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. Sections 13, 19 and 20. Sections 13, 19 and 20 amend 17-211(c)(8), 17-216(b)(7), and 17-219(e)(7) 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, and 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. Section 22. This section amends 17-305(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 23. This section amends 17-305(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 24. This section amends 17-704(a) of the Act to confirm the circumstances in which an assignee of a partnership interest may become a limited partner. Section 25. This section amends 17-902 of the Act to require that a foreign limited 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 29. This section amends 17-1101 of the Act to provide that a partnership agreement that provides for the application of Delaware law shall be governed by and construed under the laws of the State of Delaware in accordance with its terms. This amendment is not intended to negate the application of Delaware law to the interpretation and enforcement of a partnership agreement that does not explicitly provide for the application of Delaware law or to negate the application of the internal affairs doctrine to Delaware limited partnerships. Section 31. This section provides that the proposed amendments of the Act shall become effective August 2, 2010.

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.

Rep. Edward Bennett [D]	Sen. Patricia Blevins [D]	Rep. William Carson [D]	Rep. George [?]
Rep. Deborah Hudson [R]	Rep. Earl Jaques [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: 38 N: 0 NV: 1 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 38 YES 0 NO 1 NOT VOTING 2 ABSENT 0 VACANT
2010-04-28		Reported Out of Committee (JUDICIARY) in House with 3 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/2bede841c6272c888025698400433a04/97bed4e9665d2ea28525770b004a5cb6?OpenDocument
Roll Call	http://legis.delaware.gov/LIS/lis145.nsf/7712cf7cc0e9227a852568470077336f/36e2f8b7e5957e3d852577140071b5bd?OpenDocument
Roll Call	http://legis.delaware.gov/LIS/lis145.nsf/7712cf7cc0e9227a852568470077336f/8264f541f641b5cf85257736007477c0?OpenDocument