CHAPTER 188

FORMERLY

HOUSE BILL NO. 191

AS AMENDED BY HOUSE AMENDMENT NO. 1

AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE BY ADOPTING A REVISED UNIFORM LIMITED PARTNERSHIP ACT RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED PARTNERSHIPS.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (three-fifths of all members elected to each House thereof concurring therein):

Section. Amend Chapter 17, Title 6, Delaware Code, by deleting therefore Sections 17-101 through 17-1107, and by adding thereto new Sections 17-101 through 17-1108 which shall read as follows:

"SUBCHAPTER I - GENERAL PROVISIONS

§I7-101. Definitions

As used in this chapter unless the context otherwise requires:

(I) 'Certificate of limited partnership' means the certificate referred to in §17- 201 of this title, and the certificate as amended.

(2) 'Contribution' means any cash, property. services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to limited partnership in his capacity as a partner.

(3) 'Event of withdrawal of a general partner' means an event that causes a person to cease to be a general partner as provided in §I7 402 of this title.

(4) 'Foreign limited partnership' includes a partnership formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and having as partners I or more general partners and I or more limited partners.

(5) 'General partner' means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized if so required.

(6) 'Limited partner' means a person who has been admitted to a limited partnership as a limited partner as provided in §I7- 301 and §I7 306 of this title or. In the case of a foreign limited partnership, in accordance with the laws of the state or foreign country or other foreign Jurisdiction under which the limited partnership is organized.

(7) 'Limited partnership' and 'domestic limited partnership' mean a partnership formed by 2 or more persons under the laws of the State of Delaware and having I or more general partners and I or more limited partners.

(8) 'Partner' means a limited or general partner.

(9) 'Partnership agreement' means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) 'Partnership interest' means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(II) 'Person' means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, custodian, nominee or any other Individual or entity in its own or any representative capacity.

(12) 'State' means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other Jurisdiction of the United States other than the State of Delaware.

§17-102. Name set forth in certificate

The name of each limited partnership as set forth in its certificate of limited partnership: (I) Shall contain the words 'Limited Partnership' or the abbreviation 'L.P.':

(2) May not contain the name of a limited partner unless:

a. It is also the name of a general partner or the corporate name of a corporate general partner; or

b. The business of the limited partnership had been carried on under that name before the admission of that limited partner;

(3) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its partnership agreement;

(4) Must be such as to distinguish it upon the records in the Office of the Secretary of State from the name of any corporation or limited partnership reserved, registered or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation or foreign limited partnership in the State of Delaware; provided, however, that a limited partnership may register under any name which Is not such as to distinguish it upon the records in the Office of the Secretary of State from the name of any domestic corporation or limited partnership reserved, registered or organized under the laws of the State of Delaware with the written consent of the other corporation or limited partnership, which written consent shall be filed with the Secretary of State; and

(5) May contain the following words: 'Company', 'Association', 'Club', 'Foundation', 'Fund', ,Institute', 'Society', 'Unlon', 'Synidcate', Limited or 'Trust' (or abbreviations of like import).

517-103. Reservation of name

(a) The exclusive right to the use of a name may be reserved by:

(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;

(2) Any domestic limited partnership or any foreign limited partnership registered in the State of Delaware which, in either case, proposes to change its name;

(3) Any foreign limited partnership intending to register in the State of Delaware and adopt that name; and

(4) Any person intending to organize a foreign limited partnership and intending to have it register in the State of Delaware and adopt that name.

(b) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-da,y periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Any duplicate copy filed with the Secretary of State as required by §17-103(b) of this title shall be returned by the Secretary of State to the person who filed it or his representative with a notation thereon of the action taken with respect to the original copy thereof by the Secretary of State.

(c) A fee as set forth in 517 1107(a)(1) of this title shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.

SI7-104. Registered off,!. registered agent

(a) Each limited partnership shall have and maintain in the State of Delaware:

(I) A registered office, which may but need not be a place of its business in the State of Delaware; and

(2) A registered agent for service of process on the limited partnership, which agent may be either an Individual resident of the State of Delaware whose business office is identical with the limited partnership's registered office, or a domestic corporation, or a foreign corporation authorized to do business in the State of Delaware having a business office identical with such registered office, or the limited partnership itself.

(b) A registered agent may change the address of the registered office of the limited partnership(s) for which he is registered agent to another address in the State of Delaware by paying a fee as set forth in §17-1107(a)(2) of this title and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the names of all the limited partnerships represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such limited partnerships, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the limited partnerships recited In the certificate. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under his hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the State of Delaware of each of the limited partnerships recited In the certificate shall be located at the new address of the registered agent thereof as given In the certificate. Filing of such certificate shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto, to amend Its certificate of limited partnership under §17-202 of this title. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each limited partnership affected thereby.

(c) The registered agent of I or more limited partnerships may resign and appoint a successor registered agent by paying a fee as set forth in §17-1107(a)(2) of this title and filing a certificate with the Secretary of State, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected limited partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such limited partnerships as have ratified and approved such substitution and the successor registered agent's address, as stated In such certificate, shall become the address of each such limited partnership's registered office in the State of Delaware. The Secretary of State shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto, to amend its certificate of limited partnership under §17- 202 of this title.

(d) The registered agent of I or more limited partnerships may resign without appointing a successor registered agent by paying a fee as set forth in §17- I107(a)(2) of this title and filing a certificate with the Secretary of State stating that it resigns as registered agent for such limited partnerships as are Identified In the certificate, but such resignation shall not become effective until 120 days after the certificate is filed. There shall be attached to such certificate an affidavit of such registered agent, if an Individual, or of the president, a vice- president or the secretary thereof if a corporation, that at least 30 days prior to and on or about the date of the filing of said certificate, notices were sent by certified or registered mall to each limited partnership for which such registered agent is resigning as registered agent, at the principal office thereof within or outside the State of Delaware, if known to such registered agent or, If not, to the last known address of the attorney or other Individual at whose request such registered agent was appointed for such limited partnership, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the limited partnership for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such limited partnership falls to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 120 days after the filing by the registered agent of the certificate of resignation, the certificate of such limited partnership shall be deemed to be cancelled. After the resignation of the registered agent shall have become effective as provided In this section and If no new registered agent shall have been obtained and designated In the time and manner aforesaid, service of legal process against the limited partnership for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State In accordance with §17-105 of this title.

§17- 105. Service of process on domestic limited partnerships

(a) Service of legal process upon any domestic limited partnership shall be made by delivering a copy personally to any managing or general agent or general partner of the limited partnership In the State of Delaware or the registered agent of the limited partnership in the State of Delaware, or by leaving It at the dwelling house or usual place of abode In the State of Delaware of any such managing or general agent, general partner or registered agent (If the registered agent be an individual), or at the registered office or other place of business of the limited partnership in the State of Delaware. If the registered agent be a corporation, service of process upon it as such may be made by serving, In the State of Delaware, a copy thereof on the president, vice- president, secretary, assistant secretary or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of an officer, managing or general agent, general

partner or registered agent, or at the registered office or other place of business of the limited partnership in the State of Delaware, to be effective must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in his return thereto. Process returnable forthwith must be delivered personally to the officer, managing or general agent, general partner or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to serve the process against the limited partnership upon the Secretary of State, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in subsection (a) hereof. In the event that service is effected through the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the limited partnership by letter, certified mall, return receipt requested, directed to the limited partnership at the address of a general partner as it appears on the records relating to such limited partnership on file with the Secretary of State or, if no such address appears, at Its last registered office. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers In duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection, and to pay the Secretary of State the sum $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon him, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from his receipt of the service of process.

§17-106. Nature of business permitted

A limited partnership may carry on any business that a partnership without limited partners may carry on with the exception of the business of granting policies of insurance, or assuming Insurance risks or banking as defined in Section 126, Title 8 of the Delaware Code.

§17- 107 Business transactions of partner with the partnership

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

§I7-108. Indemnification

Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

SUBCHAPTER II. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP

§I7- 201. Certificate of limited partnership

(a) In order to form a limited partnership I or more persons (but not less than all of the general partners) must execute a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth:

(I) The name of the limited partnership;

(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by 517. 104 of this title;

(3) The name and the business, residence or mailing address of each general partner; and

(4) Any other matters the partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office of the Secretary of State or at any later date or time specified in the certificate of limited partnership If, in either case, there has been substantial compliance with the requirements of this section.

(c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make It unnecessary to file any other documents under Chapter 31 of this title.

§17-202. Amendment to certificate

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment shall set forth:

(1) The name of the limited partnership; and

(2) The amendment to the certificate.

(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described has changed making the certificate false in any material respect, shall promptly amend the certificate.

(c) Notwithstanding the requirements of subsection (b) of this section, no later than 90 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:

(I) The admission of a new general partner:
(2) The withdrawal of a general partner: or

(3) A change in the name of the limited partnership, or. except as provided in §17-104 (b) and (c) of this title, a change in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(e) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary of State.

§17-203. Cancellation of certificate

A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the partnership, or at any other time there are no limited partners, or as provided in §17- 104 (d) of this title, or upon a merger or consolidation as provided in (b) of this title. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth;

(I) The name of the limited partnership;

(2) The date of filing of its certificate of limited partnership:

(3) The reason for filing the certificate of cancellation;

(4) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective-upon the filing of the certificate: and

(5) Any other information the person filing the certificate of cancellation determines. §17- 204. Execution

(a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in the following manner:

(I) An initial certificate of limited partnership must be signed by all general partners;

(2) A certificate of amendment must be signed by at least I general partner and by each other general partner designated in the certificate of amendment as a new general partner: and

(3) A certificate of cancellation must be signed by all general partners or. if there is no general partner, by a majority of the limited partners.

(b) Any person may sign any certificate or partnership agreement or amendment thereof by an attorney in fact. Powers of attorney relating to the signing of a certificate or partnership agreement or amendment thereof by an attorney in- fact need not be sworn to. verified or acknowledged, and need not be filed in the Office of the Secretary of State, but must be retained by a general partner.

(e) The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of the general partner's knowledge and belief, the facts stated therein are true

§17-205. Execution, amendment or cancellation by judicial order

(a) If a person required by §17-204 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the Court of Chancery to direct the execution of the certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.

(b) If a person required to execute a partnership agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal. may petition the Court of Chancery to direct the execution of the partnership agreement or amendment thereof. If the Court finds that the partnership agreement or amendment thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.

§17-206.

(a) The original signed copy, together with a duplicate copy, which may be either a signed or conformed copy. of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any Judicial decree of amendment or cancellation) and of any restated certificate shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:

(I) Certify that the certificate of limited partnership, the certificate of amendment, the certificate of cancellation (or of any judicial decree of amendment or cancellation) or restated certificate has been filed in his office by endorsing upon the original certificate the word 'Filed', and the date and hour of the filing. This endorsement Is conclusive of the date and time of its filing in the absence of actual fraud;

(2) File and index the endorsed certificate: and

(3) Return the duplicate copy, similarly endorsed, to the person who filed it or his representative.

(b) Upon the filing of a certificate of amendment (or Judicial decree of amendment) or restated certificate in the Office of the Secretary of State, or upon the future effective date or time of a certificate of amendment (or judicial decree thereof) or restated certificate, as provided for therein. the certificate of limited partnership shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation (or a judicial decree thereof), or upon the future effective date or time of a certificate of cancellation (or a Judicial decree thereof), as provided for therein, or u specified in 517-104 (d) of this title, the certificate of limited partnership is cancelled.

(c) A fee as set forth in §17-1107 (a) (3) of this title shall be paid at the time of the filing of a certificate of limited partnership. a certificate of amendment, a certificate of cancellation or a restated certificate.

(d) A fee as set forth in §17-1107 (a) (4) of this title shall be paid for a certified copy of any paper on file as provided for by this chapter, and a fee as set forth in §17-1107 (a) (5) of this title shall be paid for each oage copied.

517-207. Liability for false statement

(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the Ion from:

(I) Any general partner who executes the cetificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and

(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.

(b) No general partner shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file a petition for its amendment or cancellation pursuant to subsection (a) of this section if the certificate of amendment, certificate of cancellation or petition Is filed within 90 days of when that general partner knew or should have known to the extent provided in subsection (a) that the statement in the certificate was false in any material respect.

§17-208. Notice

The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by §17 201 (a) (I) through (3) of this title.

§I7- 209. Delivery of Certificates to limited partners

Upon the return by the Secretary of State pursuant to §17 206 of this title of a certificate marked 'Filed', the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires.

§17- 210. Restated certificate

(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are than In effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in this subchapter and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate or limited partnership.

(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnerhship, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this subchapter, it shall be specifically designated in its heading as a 'Restated Certificate of Limited Partnership' together with such other words as the partnership may deem appropriate and shall be executed by a general partner and filed as provided in §17. 206 of this title in the Office of the Secretary of State. If the restated certificate restates and integrates and also further amends In any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be specifically designated in its heading as an 'Amended and Restated Certificate of Limited Partnership' together with such other words as the partnership may deem appropriate and shall be executed by at least I general partner and by each other general partner designated in the restated certificate of limited partnership as a new general partner and filed as provided in §I7- 206 of this title in the Office of the Secretary of State.

(c) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, the name under which it was originally filed, and the date of filing of its original certificate of limited partnership with the Secretary of State, and the future effective date or time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this session. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(d) Upon the filing of the restated certificate of limited partnership with the Secretary of State, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

§17- 211. Merger and Consolidation of Limited Partnerships

(a) Pursuant to an agreement, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of the State of Delaware or any other state, with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership.

(b) A domestic limited partnership that is not the surviving or resulting limited partnership in the merger or consolidation shall file a certificate of cancellation, which shall have an effective date not later than the effective date of the merger or consolidation.

(c) If following a merger or consolidation of one or more domestic limited partnerships and one or more limited partnerships formed under the laws of any state, the surviving or resulting limited partnership is not a domestic limited partnership, there shall be attached to the certificate of cancellation filed pursuant to §17-203 of this title for each such domestic limited partnership a certificate executed by the surviving or resulting limited partnership, stating that the surviving or resulting limited partnership agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of such domestic limited partnership, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. In the event of service hereunder upon the Secretary of State, the procedures set forth in §17-911, (c) of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in the certificate provided for in this section and any other address which the plaintiff may elect to furnish, and the Secretary of State shall notify the surviving or resulting limited partnership at all such addresses furnished by the plaintiff in accordance with the procedures set forth in §17- 911 (c) of this title.

(d) When the certificate of cancellation required by §17- 211 (b) of this title shall have become effective, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidate, and all property, real personal and mixed, and all debts due to any of said limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidate, and the title to any real property vested by deed or otherwise, under the laws of the State of Delaware, In any of such limited partnerships, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said limited partnerships shall be preserved unimpaired, and aU debts, liabilities and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership, and may be enforced against it to the same extent as If said debts, liabilities and duties had been incurred or contracted by it.

SUBCHAPTER III. LIMITED PARTNERS

§I7- 301. Admission of additional limited partners

After the formation of a limited partnership, a person may be admitted as an additional limited partner:

(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners; and

(2) In the case of an assignee of a partnership interest, as provided in §17--704 (a) of this title.

517- 302. Classes and voting

(a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers and duties u the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of limited partners having such relative rights, powers and duties as may from to time be established, including rights, powers and duties senior to existing classes and groups of limited partners.

(b) Subject to 517-303 of this title, the partnership agreement may grant to all or certain identified limited partners or a specified class or group of the limited partners the right to vote (on a per capita or any other basis) separately or with all or any class or group of the limited partners or the general partners, on any matter.

(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

§17-303. Liability to thistarties

(a) Except u provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he Is also a general partner or, in addition to the exorcise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner Is a general partner.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section by virtue of his possessing or exercising 1 or more of the following powers:

(I) To be a contractor for or an agent or employee of the limited partnership or of a general partner, or to be an officer, director or stockholder of a corporate general partner;

(2) To consult with or advise a general partner with respect to any matter, including the business of the limited partnership;

(3) To act as surety, guarantor or endorser for the limit partnership, to guaranty or assume one or more specific obligations of the limited partnership or to provide collateral for the limited partnership;

(4) To call, request or attend or participate at a meeting of the partners or the limited partners;

(5) To wind up a limited partnership pursuant to 517-803 of this title;

(6) To take any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

(7) to serve on a committee of the limited partnership or the limited partners;

(8) To propose, or approve or disapprove, by voting (by number, financial interest, class, group or as otherwise provided in a partnership agreement) or otherwise, 1 or more of the following matters:

a. The dissolution and winding up of the limited partnership;

b. The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership;

c. The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership;

d. A change in the nature of the business;

e. The admission, removal or retention of a general partner;

f. The admission, removal or retention of a limited partner;

g. A transaction or other matter involving an actual or potential conflict of interest;

h. An amendment to the partnership agreement or certificate of limited partnership; or

i. Such other matters as are stated in the partnership agreement; or

(9) Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).

(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the control of the business of the limited partnership.

(d) A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by 517-102 (2) of this title, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

917-304. Person erroneously believing himself limited_partner

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, If, within a reasonable time after ascertaining the mistake:

(I) In the case of a person who wishes to be a limited partner, he causes an appropriate certificate to be executed and filed; or

(2) In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.

(b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:

(1) If such person knew or should have known either that no certificates has been filed or that the certificate inaccurately refers to him as a general partner; and

(2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.

§17-305. Access to Information

Each limited partner has the right, subject to such reasonable standards as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:

(1) True and full information regarding the status of the business and financial condition of the limited partnership:

(2) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;

(3) A current list of the name and last known business, residence or mailing address of each partner;

(4) A copy of the partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;

(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future. and the date on which each became a partner; and

(6) Other information regarding the affairs of the limited partnership as is Just and reasonable.

;17-306. Time of admission

A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of (I) the formation of a limited partnership or (II) the time provided in a partnership agreement, or if no such time is provided therein, then when the person's admission is reflected in the records of the limited partnership.

SUBCHAPTER IV. GENERAL PARTNERS

117-401. Admission of additional general partners

After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement. additional general partners may be admitted only with the specific written consent of each partner.

117-402. Events of withdrawal

A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(2) The general partner ceases to be a member of the limited partnership as provided in §17-702 of this title;

(3) The general partner is removed as a general partner in accordance with the partnership agreement;

(4) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners, the general partner:

a. Makes an assignment for the benefit of creditors;

b. Files a voluntary petition in bankruptcy;

c. Is adjudged a bankrupt or insolvent, or has entered against him an order of relief in any bankruptcy or insolvency proceeding;

d. Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

e. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

f. Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;

(5) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6) In the case of a general partner who is a natural person:

a. His death; or

b. The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.

§17 403. General powers and liabilities

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

§17 404. Contributions by a general partner

partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

§17-.405. Classes and voting

(a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of general partners having such relative rights, powers and duties as may from time to time be established. including rights, powers and duties senior to existing classes and groups of general partners.

(b) The partnership agreement may grant to all or certain identified general partners or a specified class or group of the general partners the right to vote (on a per capita or any other basis), separately or with all or any class or group of the limited partners or the general partners, on any matter.

(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

SUBCHAPTER V. FINANCE

§17- 501. Form of Contribution

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

§17- 502. (Alibilit, for contribution

(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made.

(b) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed In violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or whose claim arises, after the entering into of a partnership agreement or an amendment thereto which. In either case, reflects the obligation, and before the amendment thereof to reflect the compromise. may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.

(c) A partnership agreement may provide that the interest of any partner who falls to make any contribution that he Is obligated to make. shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing the defaulting partner's proportionate Interest in the limited partnership, subordinating his partnership interest to that of nondefauiting partners, a forced sale of his partnership Interest, forfeiture of his partnership interest, the lending by other partners of the amount necessary to meet his commitment, a fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value, or other penalty or consequence.

§17- 503. Allocation oilprofits and losses

The profits and losses of a limited partnership shall be allocated among the partners. and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.

§17 504. Allocation of distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners. In the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.

SUBCHAPTER VI. DISTRIBUTIONS AND WITHDRAWAL

§17- 601. Interim distributions

Except as provided in this subchapter. a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof:

(I) To the extent and at the times or upon the happening of the events specified in the partnership agreement: and

(2) If any distribution constitutes a return of any part of his contribution under §17-608 (c) of this title, to the extent and at the times or upon the happening of the events specified in the partnership agreement.

§17-602. Withdrawal of general partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him in addition to any remedies otherwise available under applicable law.

§17- 603. Withdrawal of limited partner

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. If the partnership agreement does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his address as set forth in the certificate of limited partnership filed in the Office of the Secretary of State.

§17- 604. Distribution upon withdrawal

Except as provided in this subchapter, upon withdrawal any withdrawing partner Is entitled to receive any distribution to which he is entitled under the partnership agreement and, If not otherwise provided in the partnership agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

§17- 605. Distribution in kind

Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement. a partner may not be compelled to accept a distribution of any asset In kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which Is equal to the percentage in which he shares in distributions from the limited partnership.

§I7- 606. Right to distribution

Subject to §517-607 and 17- 804 of this title, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

§17. 607. Limitations on distribution

A partner may not receive a distribution from a limited partnership to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests. exceed the fair value of the limited partnership assets.

§I7 608. Liability trreturn of contribution

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter. he is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the limited partnership.

(b) if a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.

(c) A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the agreed value (as set forth in the records of the limited partnership) of his contribution which has not been distributed to him.

SUBCHAPTER VII. ASSIGNMENT of PARTNERSHIP INTERESTS

§17-701. Nature of partnersidP_interest

A partnership Interest is personal property. A partner has no Interest in specific limited partnership property.

517-702. Assignment of partnership Interest

(a) Unless otherwise provided in the partnership agreement:

(1) A partnership interest is assignable in whole or in part;

(2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;

(3) An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of an of his partnership interest.

(b) The partnership agreement may provide that a partner's Interest in a limited partnership may be evidenced by a certificate of partnership Interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership Interest represented by such a certificate and make other provisions with respect to such certificates.

§17-703. Rights of Judgment creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership Interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership Interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

517-704. Right of assignee to become limited partner

(a) An assignee of a partnership Interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(1) The partnership agreement so provides; or

(2) AU partners consent.

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and Powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in 517-502 of this title. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Subchapters V and VI of this Chapter.

§17-705. Powers of estate of deceased or Incompetent partner

if a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

SUBCHAPTER VIII. DISSOLUTION

§17- 801. Dissolution

A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

(I) At the time or upon the happening of events specified in the partnership agreement;

(2) Written consent of all partners;

(3) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of I or more additional general partners if necessary or desired; or

(4) Entry of a decree of judicial dissolution under §17- 802 of this Title. §I7- 802. Judicial dissolution

On application by or for a partner the Court of Chancery may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

§17- 803. Winding up

(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the Court of Chancery, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.

(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in §17- 203 of this Title, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.

§17- 804. Distribution of assets

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or by establishment of reserves) other than liabilities for distributions to partners under §I7-601 or §I7- 604 of this Title;

(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under §17- 601 or §17- 604 of this Title; and

(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share In distributions.

SUBCHAPTER IX. FOREIGN LIMITED PARTNERSHIPS

§17- 901. Law governing

(a) Subject to the Constitution of the State of Delaware:

(1) The laws of the State, territory, possession, or other jurisdiction or country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and

(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of the State of Delaware.

(b) A foreign limited partnership shall be subject to §17-106 of this Title. §17.902. Registration required application

Before doing business in the State of Delaware, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State:

(1) An original copy executed by a general partner, together with a duplicate copy, of an application for registration as a foreign limited partnership, setting forth:

a. The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in the State of Delaware;

b. The state, territory, possession or other jurisdiction or country where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization;

c. The nature of the business or purposes to be conducted or promoted in the State of Delaware;

d. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by §17-904(b) of this Title;

e. A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process under the circumstances set forth in §l7-910(b) of this Title;

f. The name and business, residence or mailing addresses of each of the general partners; and

g. The date on which the foreign limited partnership first did, or intends to do. business in the State of Delaware.

(2) A fee as set forth in §17•1107(a)(6) of this Title shall be paid. §l7-903. Issuance of registration

(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he shalt:

(1) Certify that the application has been filed in his office by endorsing upon the original application the word "Filed", and the date and hour of the filing. This endorsement Is conclusive of the date and time of its filing In the absence of actual fraud;

(2) File and Index the endorsed application.

(b) The duplicate of the application, similarly endorsed, shall be returned to the person who filed the application or his representative.

(c) The filing of the application with the Secretary of State shall make It unnecessary to file any other documents under Chapter 31 of this Title.

§l7-904. Name; registered office; registered agent

(a) A foreign limited partnership may register with the Secretary of State under any name (whether or not it is the name under which it is registered in the jurisdiction of its organization) that includes the words "Limited Partnership" or the abbreviation "L.P." and that could be registered by a domestic limited partnership; provided, however, that a foreign limited partnership may register under any name which is not such as to distinguish it upon the records in the Office of the Secretary of State from the nun* of any domestic or foreign corporation or limited partnership reserved, registered or organized under the taws of the State of Delaware with the written consent of the other corporation or limited partnership, which written consent shall be flied with the Secretary of State.

(b) Each foreign limited partnership shall have and maintain in the State of Delaware:

(I) A registered office which may but need not be a place of its business in the State of Delaware: and

(2) A registered agent for service of process on the limited partnership, which agent may be either an individual resident of the State of Delaware whose business office is identical with the limited partnership's registered office, or a domestic corporation, or a foreign corporation authorized to do business in the State of Delaware having a business office identical with such registered office or the limited partnership Itself.

(c) A registered agent may change the address of the registered office of the foreign limited partnership(s) for which he is registered agent to another address in the State of Delaware by paying a fee as set forth in $17- 1107(a)(7) of this Title and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the names of all the foreign limited partnerships represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such foreign limited partnerships. and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the foreign limited partnerships recited in the certificate. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under his hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the State of Delaware of each of the foreign limited partnerships recited in the certificate shall be located at the new address of the registered agent thereof as given in the certificate. Filing of such certificate shall be deemed to be an amendment of the application of each foreign limited partnership affected thereby and each foreign limited partnership shall not be required to take any further action with respect thereto, to amend Its application under §17-905 of this Title. Any registered agent filing a certificate under this Section shall promptly. upon such filing, deliver a copy of any such certificate to each foreign limited partnership affected thereby.

(d) The registered agent of one or more foreign limited partnerships may resign and appoint a successor registered agent by paying a fee as set forth in §17- 1107(aX7) of this Title and filing a certificate with the Secretary of State, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected foreign limited partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such foreign limited partnerships as have ratified and approved such substitution and the successors registered agent's address, as stated in such certificate, shall become the address of each such foreign limited partnership's registered office in the State of Delaware. The Secretary of State shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the application of each foreign limited partnership affected thereby and each such foreign limited partnership shall not be required to take any further action with respect thereto, to amend its application under §17-905 of this Title.

(e) The registered agent of one or more foreign limited partnerships may resign without appointing a successor registered agent by paying a fee as set forth in $17-1107(aX7) of this Title and filing a certificate with the Secretary of State stating that It resigns as registered agent for such foreign limited partnerships as are identified in the certificate but such resignation shall not become effective until 120 days after the certificate is filed. There shall be attached to such certificate an affidavit of such registered agent, if an individual, or of the president, a vice- president or the secretary thereof if a corporation. that at least 30 days prior to and on or about the date of the filing of said certificate, notices were sent by certified or registered mall to each foreign limited partnership for which such registered agent is resigning as registered agent, at the principal office thereof within or outside the State of Delaware,if known to such registered agent or, if not. to the last known address of the attorney or other individual at whose request such registered agent was appointed for such foreign limited partnership, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the foreign limited partnership for which such registered agent was acting shall obtain and designate a new registered agent. to take the place of the registered agent so resigning, If such foreign limited partnership falls to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 120 days after the filing by the registered agent of the certificate of resignation, such foreign limited partnership shall not be permitted to do business in the State of Delaware and and its registration shall be deemed to be cancelled. After the resignation of the registered agent shall have become effective as provided in this Section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid. service of legal process against the foreign limited partnership for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with §17-911 of this Title.

§17-905. Amendments to application

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, executed by a general partner, correcting such statement, together with a fee as set forth in §17-1107(aX6) of this Title.

§17-906. Cancellation of registration

A foreign limited partnership may cancel Its registration by filing with the Secretary of State a certificate of cancellation executed by a general partner, together with a fee as set forth in §17-1107(a)(6) of this Title. A cancellation does not terminate the authority of the Secretary of State to accept service of pro:ess on the foreign limited partnership with respect to causes of action arising out of the doing of business in the State of Delaware.

§17-907. Doing business without registration

(a) A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until It has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered.

(b) The failure of a foreign limited partnership to register in the State of Delaware does not Impair:

(1) The validity of any contract or act of the foreign limited partnership;

(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or

(3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership's having done business in the State of Delaware without registration.

(d) Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State ;200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware.

§17--908. Foreign limited partnerships doing business without having qualified; iniunctions

The Court of Chancery shall have Jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited partnership has failed to register under this Subchapter or If such foreign limited partnership has secured a certificate of the Secretary of State under §17- 903 of this Title on the basis of false or misleading representations. The Attorney General shalt upon his own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county In which such foreign limited partnership is doing or has done business.

§17-909. Execution; Liability

Section 17- 204(c) and 17- 207 of this Title shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.

§17-910. Service of process on registered foreign limited partnerships

(a) Service of legal process upon any foreign limited partnership shall be made by delivering a copy personally to any managing or general agent or general partner of the foreign limited partnership in the Sate of Delaware or the registered agent of the foreign limited partnership in the State of Delaware, or by leaving it at the dwelling house or usual place of abode In the State of Delaware of any such managing or general agent, general partner or registered agent (If the registered agent be an Individual), or at the registered office or other place of business of the foreign limited partnership In the State of Delaware, If the registered agent be a corporation, service of process upon it as such may be made by serving, in the Sate of Delaware, a copy thereof on the president, vice-president, secretary, assistant secretary or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any officer. managing or general agent, general partner or registered agent, or at the registered office or other place of business of the foreign limited partnership in the State of Delaware, to be effective must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service In his return thereto. Process returnable forthwith must be delivered personally to the officer, managing or general agent, general partner or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by subsection (a) of this Section, it shall be lawful to serve the process against the foreign limited partnership upon the Secretary of State, and such service shall be as effectual for all intents and purposes as If made in any of the ways provided for in subsection (a) hereof. In the event service is effected through the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the foreign limited partnership by letter, certified mail, return receipt requested, directed to the foreign limited partnership at the address of a general partner as it appears on the records relating to such foreign limited partnership on file with the Secretary of State or, if no such address appears, at its last registered office. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection, and to pay to the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as a part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon him, the fact that service has been effected pursuant to this subsection, the return date thereof and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from his receipt of the service of process.

§17- 911. Service of process on unregistered foreign limited partnerships

(a) Any foreign limited partnership which shall do business in the State of Delaware without having registered under §17- 902 of this Title shall be deemed to have thereby appointed and constituted the Secretary of State of the State of Delaware, its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any State or Federal Court in the State of Delaware arising or growing out of any business done by it within the State of Delaware. The doing of business in the State of Delaware by such foreign limited partnership shall be a signification of the agreement of such foreign limited partnership that any such process when so served shall be of the same legal force and validity as if served upon an authorized general partner or agent personally within the State of Delaware.

(b) Whenever the words "doing business", "the doing of business" or "business done in this State", by any such foreign limited partnership are used in this Section, they shall mean the course or practice of carrying on any business activities in the State of Delaware, including, without limiting the generality of the foregoing, the solicitation of business or orders in the State of Delaware.

(c) In the event of service upon the Secretary of State in accordance with subsection (a) of this Section, the Secretary of State shall forthwith notify the foreign limited partnership thereof by letter, certified mail, return receipt requested, directed to the foreign limited partnership at the address furnished to the Secretary of State by the plantiff in such action, suit or proceeding. Such letter shall enclose a copy of the process and any other papers served upon the Secretary of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being made pursuant to this subsection, and to paY to the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon him, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from his receipt of the service of process.

SUBCHAPTER X. DERIVATIVE ACTIONS
§17. 1001. Right to bring action

A limited partner may bring an action in the Court of Chancery in the right of a limited partnership to recover a judgment in Its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the actions is not likely to succeed.

§17 1002. Proper plaintiff

In a derivative action, the plaintiff must be a partner at the time of bringing the action and: (I) At the time of the transaction of which he complains; or

(2) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

§17- 1003. Complaint

In a derivative action, the complaint shall set forth with particularllty the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

§17- 1004. Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the limited partnership the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the limited partnership.

SUBCHAPTER XI. MISCELLANEOUS

§17- 1101. Construction and application of chapter

(a) This Chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this Chapter among states enacting it.

(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.

§17- 1102. Short title

This Chapter may be cited as the "Delaware Revised Uniform Limited Partnership Act".

§17- 1103. Severabilitv

If any provision of this Chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are severable.

§17- 1104. Effective date and extended effective date

(a) All limited partnerships formed on or after January 1, 1983, the "effective date", shall be governed by this Chapter.

(b) Except as provided in subsections (c) and (f) of this Section, all limited partnerships formed on or after July 1, 1973. and prior to the effective date, under Chapter 17 of this Title as hereby repealed, shall continue to be governed by that Chapter until January 1, 1985, the "extended effective date", at which time such limited partnerships shall be governed by this Chapter.

(c) Except as provided In subsection (e) of this Section, a limited partnership formed prior to July 1, 1973, shall continue to be governed by Chapter 17 of this Title in effect prior to the adoption of Chapter 17 of this Title as hereby repealed. except that such limited partnership shall not be renewed except under this Chapter.

(d) Except as provided In subsection (e) of this Section. Subchapter IX of this Chapter, dealing with foreign limited partnerships, is not effective until the extended effective date.

(c) Any limited partnership formed prior to the effective date, and any foreign limited partnership. may elect to be governed by this Chapter before the extended effective date by filing with the Secretary of State a certificate of limited partnership or an application for registration as a foreign limited partnership which complies with this Chapter or a Certificate of Amendment which would cause its Certificate of Limited Partnership to comply with this Chapter and which specifically states that it is electing to be so bound.

(f) With respect to a limited partnership formed on or after July 1, 1973, and prior to the effective date:

(1) On and after the extended effective date, such limited partnership need not file with the Secretary of State a certificate of amendment which would cause its Certificate of Limited Partnership to comply with this Chapter until the occurrence of an event which, under this Chapter, requires the filing of a Certificate of Amendment;

(2) Sections 17-501, 17-502 and 17-608 of this Title shall apply only to contributions and distributions made after the effective date; and

(3) Section 17-704 of this Title shall apply only to assignments made after the effective date.

§17-1105. Cases not provided for in this chapter

In any case not provided for in this Chapter the Delaware Uniform Partnership Law (Chapter 15

of this Title) and the rules of law and equity, including the Law Merchant, shall govern.

§17-1106. Prior law

Except as set forth in §I7-1104 of this Title, Chapter 17 of this Title is hereby repealed.
117-1107. Fees

(a) No document required to be filed under this Chapter shall be effective until the applicable fee required by this Section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Delaware:

(I) Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation of reservation pursuant to 117- I03(b) of this Title, a fee in the amount of $75.

(2) Upon the receipt for filing of a certificate under §17- I04(b), 17- I04(c) or 17-104(d) of this Title, a fee in the amount of $50.

(3) Upon the receipt for filing of a Certificate of Limited Partnership under 117-201 of this Title, a Certificate of Amendment under 117-202 of this Title, a Certificate of Cancellation under 117-203 of this Title or a restated Certificate of Limited Partnership under §17-210 of this Title, a fee in the amount of $200.

(4) For certifying copies of any paper on file as provided for by this Chapter, a fee in the amount of $10 for each copy certified.

(5) The Secretary of State may issue photocopies of instruments on file u well as other copies, and for all such copies, whether certified or not, a fee in the amount of $1 per page shall be paid. The Secretary of State may issue microfiche copies of instruments on file as well as other documents, and for each such microfiche a fee of $2 shall be paid therefor.

(6) Upon the receipt for filing of an application for registration as a foreign limited partnership under 117 902 of this Title, a certificate under 117-905 of this Title or a certificate of cancellation under 117-906 of this title, a fee in the amount of $200.

(7) Upon the receipt for filing of a certificate under §I7-904(c), 17- 904(d) or 117-904(e) of this Title, a fee in the amount of $50.

(8) For preclearance of any document for filing, a fee in the amount of $50.

(9) For preparing and providing a written report of a record search, a fee in the amount of $30.

(10) For issuing any certificate of the Secretary of State, including but not limited to a certificate of good standing. other than a certification of a copy under paragraph (4) of this subsection, a fee in the amount of $10.

(I I) For receiving and filing and/or indexing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which no different fee is specifically prescribed, a fee in the amount of $25.

(12) The Secretary of State may in his discretion charge a fee of $25 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payrncnt order

(b) The Secretary of State may In his discretion permit the extension of credit for the fees required by this Section upon such terms as he shall deem to be appropriate.

(c) The Secretary of State shall retain from the revenue collected from the fees required by this section a sum sufficient to provide at all times a fund of at least $500, but not more than 51.500, from which he may refund any payment made pursuant to this Section to the extent that it exceeds the fees required by this Section. The funds shall be deposited in a financial institution which is a legal depository of State of Delaware moneys to the credit of the Secretary of State and shall be disbursable on order of the Secretary of State.

(d) Except as provided in this Section, the fees of the Secretary of State shall be as provided in §2315 of Title 29.

§17- 1108 Reserved power of State of Delaware to alter or repeal chapter

All provisions of this Chapter may be altered from time to time or repealed and all rights of partners are subject to this reservation."

Section 2. This Act shall become effective on August 1, 1985.

Approved July 19, 1985.