HB 342

Abstract

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 Section 15-108(c) of the Act to clarify requirements regarding the name of a partnership in a statement of partnership existence, statement of qualification or statement of foreign qualification. Section 2. This section amends Sections 15-111(a)(2)d. and 15-111(f)(2) of the Act to identify the types of foreign entities that may be a registered agent of a partnership. This section also amends Section 15-111(b) of the Act to eliminate the requirement that the Secretary of State issue a certified copy of any certificate filed by the registered agent changing the address of the registered office or the name of the registered agent. This section also amends Section 15-111(b) of the Act to provide that the conversion of the registered agent or a division of the registered agent in which a resulting person succeeds to all of the registered agent business of such registered agent shall be deemed to be a change of name for purposes of this Section of the Act. This section also amends Section 15-111(c) of the Act to eliminate the requirement that the Secretary of State issue a certificate in connection with the resignation of the registered agent of a partnership and the appointment of the successor registered agent. Section 3. This section amends Section 15-120 of the Act to confirm that no appraisal rights are available with respect to a partnership interest or another interest in a partnership, including in connection with the enumerated transactions unless otherwise provided in the enumerated documents. Section 4. This section amends Section 15-124(a)(2) of the Act to clarify that a person may “execute” a document by using any type of signature contemplated by such Section. Section 5. This section amends Section 15-403(c) of the Act to confirm that a partnership may maintain its books, records and other information in other than paper form (including electronic form) if such form is capable of conversion into paper form within a reasonable time. Section 6 and 7. These sections amend Sections 15-903(f) and 15-905(c) of the Act with regard to certifications provided by the Secretary of State in connection with the filing of a certificate of conversion to non-Delaware entity, a certificate of transfer and a certificate of transfer and domestic continuance. Section 8. This section amends Section 15-1102(a)(1)a. of the Act to confirm that the name of a foreign limited liability partnership set forth in its statement of foreign qualification must comply with the requirements of Section 15-108(c) and (d) of this title. Section 9. This section provides that the proposed amendments to the Act shall become effective upon their enactment into law.