Bill Text: DE SB75 | 2011-2012 | 146th General Assembly | Draft
Bill Title: An Act To Amend Chapter 17, 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 Partnerships.
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2011-06-01 - Stricken [SB75 Detail]
Download: Delaware-2011-SB75-Draft.html
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SPONSOR: |
Sen. Blevins & Rep. George |
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DELAWARE STATE SENATE 146th GENERAL ASSEMBLY |
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SENATE BILL NO. 75 |
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AN ACT TO AMEND CHAPTER 17, 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 PARTNERSHIPS. |
Section 1. Amend§17-102(3), Chapter 17, Title 6 of the Delaware Code by inserting the word ", formed" immediately after each appearance of the words "reserved, registered" in such subsection, by deleting the words "limited partnership," immediately after the words "any domestic or foreign corporation, partnership," in the proviso in such subsection, by inserting the words "or foreign limited partnership" immediately before the second appearance of the word "reserved" in such subsection, by deleting the word "or" immediately after the words "the other corporation, partnership, statutory trust," in such subsection, by inserting the words "or foreign limited partnership" immediately before the words ", which written consent shall be filed" in such subsection, and by inserting the words "provided further, that, if on July 31, 2011 a limited partnership is registered (with the consent of another limited partnership) under a name which 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 such other domestic limited partnership, it shall not be necessary for any such limited partnership to amend its certificate of limited partnership to comply with this subsection;" immediately after the second ";" in such subsection.
Section 2. Amend§17-104, Chapter 17, Title 6 of the Delaware Code by adding a new subsection (k) at the end of such section reading as follows:"(k)As contained in any certificate of limited partnership, application for registration as a foreign limited partnership, or other document filed in the office of the Secretary of State under this chapter, the address of a registered agent or registered office shall include the street, number, city and postal code.".
Section 3. Amend § 17-203, Chapter 17, Title 6 of the Delaware Code by designating all but the final sentence thereof as subsection (a), designating the final sentence thereof as subsection (c), and adding a new subsection (b) immediately prior to the new subsection (c) reading as follows:"(b)A certificate of cancellation that is filed in the office of the Secretary of State prior to the dissolution or the completion of winding up of a limited partnership may be corrected as an erroneously executed certificate of cancellation by filing with the office of the Secretary of State a certificate of correction of such certificate of cancellation in accordance with §17-213.".
Section 4. Amend§17-206(b), Chapter 17, Title 6 of the Delaware Code by inserting a new sentence immediately before the first sentence of such subsection reading as follows: "Notwithstanding any other provision of this chapter, any certificate filed under this chapter shall be effective at the time of its filing with the Secretary of State or at any later date or time (not later than a time on the 180th day after the date of its filing if such date of filing is on or after January 1, 2012) specified in the certificate.".
Section 5. Amend§17-206, Chapter 17, Title 6 of the Delaware Code by adding a new subsection (f) at the end of such section reading as follows:"(f)Notwithstanding any other provision of this chapter, it shall not be necessary for any limited partnership or foreign limited partnership to amend its certificate of limited partnership, its application for registration as a foreign limited partnership, or any other document that has been filed in the office of the Secretary of State prior to August 1, 2011, to comply with §17-104(k) of this chapter; notwithstanding the foregoing, any certificate or other document filed under this chapter on or after August 1, 2011 and changing the address of a registered agent or registered office shall comply with §17-104(k) of this chapter.".
Section 6. Amend § 17-215(b), Chapter 17, Title 6 of the Delaware Code by inserting a new sentence at the end of such subsection reading as follows: "Each of the certificates required by this subsection (b) shall be filed simultaneously in the office of the Secretary of State and, if such certificates are not to become effective upon their filing as permitted by §17-206(b) of this title, then each such certificate shall provide for the same effective date or time in accordance with §17-206(b) of this title.".
Section 7. Amend § 17-217(b), Chapter 17, Title 6 of the Delaware Code by inserting a new sentence at the end of such subsection reading as follows: "Each of the certificates (and, as applicable, the statement) required by this subsection (b) shall be filed simultaneously in the office of the Secretary of State and, if such certificates (and, as applicable, such statement) are not to become effective upon their filing as permitted by §17-206(b) of this title, then each such certificate (and, as applicable, such statement) shall provide for the same effective date or time in accordance with §17-206(b) of this title.".
Section 8. Amend § 17-302(e), Chapter 17, Title 6 of the Delaware Code by deleting the words "a consent or consents in writing, setting forth the action so taken, shall be signed by the" in the second sentence thereof and by inserting in lieu thereof the words "consented to, in writing or by electronic transmission, by".
Section 9. Amend § 17-302(f), Chapter 17, Title 6 of the Delaware Code by inserting two new sentences at the end of such subsection reading as follows: "Unless otherwise provided in a partnership agreement, a supermajority amendment provision shall only apply to provisions of the partnership agreement that are expressly included in the partnership agreement.As used in this section, "supermajority amendment provision" means any amendment provision set forth in a partnership agreement requiring that an amendment to a provision of the partnership agreement be adopted by no less than the vote or consent required to take action under such latter provision.".
Section 10. Amend §17-405(d), Chapter 17, Title 6 of the Delaware Code by deleting the words "a consent or consents in writing, setting forth the action so taken, shall be signed by the" in the second sentence thereof and by inserting in lieu thereof the words "consented to, in writing or by electronic transmission, by".
Section 11. Amend §17-1107(a)(2), Chapter 17, Title 6 of the Delaware Code by inserting the words "for each limited partnership whose registered agent has resigned by such certificate" immediately after "$2.00" in such subsection.
Section 12. Amend§17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by inserting the words "(except as otherwise provided in paragraph (11) of this subsection)" immediately after the words "under §17-202 of this title" in such subsection.
Section 13. Amend §17-1107(a)(7), Chapter 17, Title 6 of the Delaware Code by inserting the words "for each foreign limited partnership whose registered agent has resigned by such certificate" immediately after "$2.00" in such subsection.
Section 14. Amend§17-1107(a)(11), Chapter 17, Title 6 of the Delaware Code by inserting a new sentence at the end of such subsection reading as follows: "For filing any instrument submitted by a limited partnership or foreign limited partnership that only changes the registered office or registered agent and is specifically captioned as a certificate of amendment changing only the registered office or registered agent, a fee in the amount of $50.".
Section 15. This Act shall become effective August 1, 2011.
SYNOPSIS
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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 §17-102(3) of the Act to provide that a limited 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 limited partnership, provided that a limited partnership registered as of July 31, 2011 under such a name need not amend its certificate of limited partnership to comply with this subsection. Section 2. This section adds a new subsection (k) to § 17-104 of the Act providing that, in any certificate 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 3. This section designates all but the final sentence of §17-203 of the Act as a new subsection (a), designates the final sentence of §17-203 of the Act as a new subsection (c), and adds a new subsection (b) confirming that a certificate of correction may be filed to correct a certificate of cancellation that has been filed prior to the dissolution or the completion of winding up of a limited partnership. Section 4. This section amends §17-206(b) of the Act to confirm that a certificate may be made effective at a date or time later than its filing as specified in the certificate and to provide, for filings made on or after January 1, 2012, that such later date or time shall not be later than a time on the 180th day after the filing date. Section 5. This section amends §17-206 of the Act by adding a new subsection (f) to provide that there is no need for an amendment to a certificate of limited partnership, application for registration as a foreign limited partnership, or any other document on file with the Secretary of State before August 1, 2011, to comply with new §17-104(k) of the Act, but that any certificate or other document filed on or after August 1, 2011 and changing the address of a registered agent or registered office must comply with §17-104(k) of the Act. Section 6. This section amends §17-215 of the Act to clarify that the certificate of limited partnership domestication and the certificate of limited partnership of a non-United States entity domesticating to Delaware as a Delaware limited partnership must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates are to have a post-filing effective date or time, such certificates must provide for the same effective date or time. Section 7. This section amends §17-217 of the Act to clarify that the certificate of conversion to limited partnership, the certificate of limited partnership and, as applicable, the statement of qualification of an other entity converting to a Delaware limited partnership or limited liability limited partnership must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates and, as applicable, such statement are to have a post-filing effective date or time, such certificates and, as applicable, such statement must provide for the same effective date or time. Section 8. This section amends §17-302(e) of the Act to clarify the manner in which limited partners of a limited partnership may take action without a meeting. Section 9. This section amends§17-302(f) 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 10. This section amends §17-405(d) of the Act to clarify the manner in which general partners of a limited partnership may take action without a meeting. Sections 11 and 13. These sections amend §§17-1107(a)(2) and (a)(7) of the Act to clarify that a registered agent filing a single certificate of resignation to resign from more than one limited partnership or foreign limited partnership must pay a $2.00 fee to the Secretary of State for each limited partnership or foreign limited partnership from which the registered agent is resigning. Sections 12 and 14. These sections amend§§ 17-1107(a)(3) and (a)(11) of the Act to provide a $50 filing fee for an instrument submitted by a limited partnership or foreign limited partnership that changes only the registered office or registered agent of the limited partnership or foreign limited partnership. Section 15. This section provides that the proposed amendments of the Act shall become effective August 1, 2011. |
Author: Senator Blevins
