SB 274

Abstract

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 Section 17-101(14) of the Act to confirm that any registered series or protected series of a limited partnership is bound by the partnership agreement of such limited partnership regardless of whether the series executed the partnership agreement. This amendment is not intended to imply that other references to “limited partnership” in the Act do not include protected series or registered series thereof (to the extent required by the context). This section also amends Section 17-101(14) of the Act to insert a new clause c. to confirm that a partnership agreement may include or incorporate multiple documents that may govern the business or affairs of the limited partnership or any of its series. Section 2. This section amends Section 17-113(b) to confirm that a signature on a certificate of partnership interest may be a manual, facsimile, or electronic signature. Section 3. This section amends Section 17-204(d) of the Act to clarify that the execution of a certificate by a person who is authorized by the Act to execute such certificate constitutes an oath or affirmation that, to the best of such person’s knowledge and belief, the facts stated therein shall be true at the time such certificate becomes effective, not at the time such certificate is executed. Section 4. This section amends Section 17-215(g) of the Act to provide that the approval of a limited partnership domestication in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and the approval of the partnership agreement by the same authorization required to approve the domestication, are required to occur prior to the time a certificate of limited partnership domestication becomes effective. Section 5. This section amends Section 17-217(h) of the Act to provide that the approval of a conversion to a limited partnership in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and the approval of the partnership agreement by the same authorization required to approve the conversion, are required to occur prior to the time a certificate of conversion to limited partnership becomes effective. Section 6. This section amends Section 17-1110(b) of the Act to make conforming changes. Section 7. This section amends Section 17-1111 of the Act to (i) clarify the effect of the filing of a certificate of revival of limited partnership on any protected series of such limited partnership that are not, at the time of such filing, otherwise terminated and wound up and any registered series of such limited partnership whose certificates of registered series are not, at the time of such filing, otherwise cancelled, and (ii) make other conforming changes. Section 8. This section provides that the proposed amendments to the Act shall become effective August 1, 2022.