HB 337

Abstract

This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “LP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the LP Act: Section 1 amends § 17-204 of the LP Act. Because Section 2 contains amendments that permit a certificate of merger or a certificate of ownership and merger to amend the certificate of limited partnership of a surviving domestic limited partnership in a merger to reflect the admission of one or more new general partners of the surviving domestic limited partnership in connection with the merger, Section 1 amends § 17-204 of the LP Act to require each new general partner to sign the certificate of merger or certificate of ownership and merger. Further, because Section 5 contains amendments that permit a certificate of merger of registered series to amend the certificate of registered series of a surviving registered series in a merger to reflect the association of one or more new general partners with the surviving registered series in connection with the merger, Section 1 amends § 17-204 of the LP Act to require each new general partner to sign the certificate of merger of registered series. Section 2 amends § 17-211 of the LP Act to permit a certificate of merger or a certificate of ownership and merger to state any amendments to the certificate of limited partnership of a surviving domestic limited partnership in a merger (and in the case of a surviving domestic limited partnership that is a limited liability limited partnership, to the statement of qualification of such surviving domestic limited partnership filed under § 15-1001 of the Delaware Revised Uniform Partnership Act) as are desired to be effected by the merger. Section 3 amends § 17-218(d) of the LP Act to confirm and clarify certain of the mechanisms for revoking termination of a protected series. Specifically, Section 3 amends § 17-218(d) to confirm and clarify that the references to “other persons” in § 17-218(d)(1) and (2) are references to other persons whose approval is required for such termination of the protected series pursuant to the partnership agreement. Section 4 amends § 17-221(f) of the LP Act to confirm and clarify certain of the mechanisms for revoking dissolution of a registered series. Specifically, Section 4 amends § 17-221(f) to confirm and clarify that the references to “other persons” in § 17-221(f)(1) and (2) are references to other persons whose approval is required for such dissolution of the registered series pursuant to the partnership agreement. Section 5 amends § 17-224 of the LP Act to permit a certificate of merger of registered series to state any amendments to the certificate of registered series of a surviving registered series in a merger as are desired to be effected by the merger. Section 6 amends § 17-806 of the LP Act to confirm and clarify certain of the mechanisms for revoking dissolution of a limited partnership. Specifically, Section 6 amends § 17-806 to confirm and clarify that the references to “other persons” in § 17-806(1) and (2) are references to other persons whose approval is required for such dissolution of the limited partnership pursuant to the partnership agreement. Section 7 provides that the amendments to the LP Act take effect on August 1, 2024.