SB 276

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 15-101(14) of the Act. to confirm that a partnership agreement may include or incorporate multiple documents that may govern the business or affairs of the partnership. Section 2. This section amends Section 15-105(c) of the Act to clarify that the execution of a statement or certificate by a person who is authorized by the Act to execute such statement or 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 statement or certificate becomes effective, not at the time such statement or certificate is executed. Section 3. This section amends Section 15-124(b) to confirm that a signature on a certificate of partnership interest may be a manual, facsimile, or electronic signature. Section 4. This section amends Section 15-901(h) of the Act to provide that the approval of a conversion to a 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 partnership becomes effective. Section 5. This section amends Section 15-904(g) of the Act to provide that the approval of a 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 partnership domestication becomes effective Section 6. This section provides that the proposed amendments to the Act shall become effective August 1, 2022.