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.