CHAPTER 258

FORMERLY

SENATE BILL NO. 310

AN ACT TO AMEND CHAPTER 17, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED PARTNERSHIPS, AND TO AMEND CHAPTER 23, TITLE 6 OF THE DELAWARE CODE RELATING TO THE AVAILABILITY OF THE DEFENSE OF USURY.

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 1. Amend §17-101, Chapter 17, Title 6 of the Delaware Code by redesignating paragraphs "(6)" through "(12)", as paragraphs "(7)" through "(13)", by redesignating paragraph "(13)" as paragraph "(15)", by adding at the end of the definition of "limited partnership" before the "." found in redesignated paragraph "(8)" the words ", and includes, for all purposes of the laws of the State of De/aware, a registered limited liability limited partnership", and by adding new paragraphs designated as paragraphs "(6)" and "(14)" in their appropriate numerical order reading as follows:

"(6) 'Knowledge' means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact."

"(14) 'Registered limited liability limited partnership' means a limited partnership complying with §17-214 of this title."

Section 2. Amend §17-102(3), Chapter 17, Title 6 of the Delaware Code by deleting said subsection in its entirety and by substituting in lieu thereof the following:

"(3) Must be such as to distinguish It upon the records In the Office of the Secretary of State from the name of any corporation, limited Partnership, business trust, registered limited liability partnership or limited liability company reserved, registered or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign limited liability company 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 or foreign corporation, limited partnership, business trust, registered limited liability partnership or limited liability company reserved, registered or organized under the laws of the State of Delaware with the written consent of the other corporation, limited partnership, business trust, registered limited liability partnership or limited liability company, which written consent shall be filed with the Secretary of State; and"

Section 3. Amend §17-103(b), Chapter 17, Title 6 of the Delaware Code by deleting the words "together with a duplicate copy, which may be either a signed or conformed copy," In the three places where such words are contained In §17-103(b), and the last sentence of §17-103(b) in its entirety, and by adding a new sentence immediately following the last sentence of §17-103(b) reading as follows: "Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this subsection does not conform to law, upon receipt of all Filing fees required by law he shall prepare and return to the person who filed such Instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State."

Section 4. Amend §17-107, Chapter 17, Title 6 of the Delaware Code by adding after the words "business with", the punctuation mark

Section 5. Amend Subchapter I, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§17-110" to read as follows:

"§l7-110. Contested Matters Relating to General Partners; Contested Votes:

(a) Upon application of any partner, the Court of Chancery may hear and determine the validity of any admission, election, appointment or withdrawal of a general partner of a limited partnership, and the right of any person to be a general partner of a limited partnership, and, in case the right to serve as a general partner is claimed by more than 1 person, may determine the person or persons entitled to serve as general partners; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the limited partnership relating to the issue. In any such application, service of copies of the application upon the registered agent of the limited partnership shall be deemed to be service upon the limited partnership and upon the person or persons whose right to serve as a general partner is contested and upon the person or persons, if any, claiming to be a general partner or claiming the right to be a general partner; and the registered agent shall forward immediately a copy of the application to the limited partnership and to the person or persons whose right to serve as a general partner is contested and to the person or persons, if any, claiming to be a general partner or the right to be a general partner, in a postpaid, sealed, registered letter addressed to such limited partnership and such person or persons at their post-office addresses last known to the registered agent or furnished to the registered agent by the applicant partner. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.

(b) Upon application of any partner, the Court of Chancery may hear and determine the result of any vote of partners upon matters as to which the partners of the limited partnership, or any class or group of partners, have the right to vote pursuant to the partnership agreement or other agreement or this chapter (other than the admission, election, appointment or withdrawal of general partners). Service of the application upon the registered agent of the limited partnership shall be deemed to be service upon the limited partnership, and no other party need be joined in order for the Court to adjudicate the result of the vote. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.

(c) Nothing herein contained limits or affects the right to serve process In any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents."

Section 6. Amend Subchapter I, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as 117-111" to read as follows:

§117-111. Interpretation and Enforcement of Partnership Agreement.

Any action to interpret, apply or enforce the provisions of a partnership agreement, or the duties, obligations or liabilities of a limited partnership to the partners of the limited partnership, or the duties, obligations or liabilities among partners or of partners to the limited partnership, or the rights or powers of, or restrictions on, the limited partnership or partners, may be brought in the Court of Chancery."

Section 7. Amend §17-204(a)(2), Chapter 17, Title 6 of the Delaware Code by adding at three places in the subsection immediately following the words "certificate of amendment", the words or a certificate of correction".

Section 8. Amend §17-204(a)(4), Chapter 17, Title 6 of the Delaware Code by adding at four places in the subsection immediately following the words "certificate of merger or consolidation", the words "or certificate of termination of a merger or consolidation".

Section 9. Amend §17-206(a), Chapter 17, Title 6 of the Delaware Code by deleting the words ", together with a duplicate copy, which may be either a signed or conformed copy," and the words "(3) Return the duplicate copy, similarly endorsed, to the person who filed it or his representative", and by adding after the words "certificate of amendment", the words ", correction, termination of a merger or consolidation", and immediately following the words "(2) File and index the endorsed certificate; and" the words "(3) Prepare and return to the person who filed it or his representative a copy of the original signed instrument, similarly endorsed, and shall certify such copy as a true copy of the original signed instrument".

Section 10. Amend §17-206(a)(1), Chapter 17, Title 6 of the Delaware Code by adding after the words "certificate of amendment," the words the certificate of correction, the certificate of termination of a merger or consolidation,".

Section 11. Amend §17-206(b), Chapter 17, Title 6 of the Delaware Code by adding immediately following "(or judicial decree of amendment)", the words certificate of correction", and by adding the following sentence at the end of said subsection:

"Upon the filing of a certificate of termination of a merger or consolidation, the certificate of merger or consolidation identified in the certificate of termination of a merger or consolidation is terminated."

Section 12. Amend §17-206(c), Chapter 17, Title 6 of the Delaware Code by adding immediately following the words "certificate of amendment," the words "a certificate of correction, a certificate of termination of a merger or consolidation,".

Section 13. Amend §17-207(a), Chapter 17, Title 6 of the Delaware Code by adding after the word "amendment", the word ", correction".

Section 14. Amend §17-207(a)(2), Chapter 17, Title 6 of the Delaware Code by adding after the word "amend", the word ", correct", and by adding after the word "amendment", the word ", correction".

Section 15. Amend §17-207(b), Chapter 17, Title 6 of the Delaware Code by adding after the words "cause the amendment", and after the words for its amendment", the word ", correction", and by adding after the words "certificate of amendment," the words "certificate of correction,".

Section 16. Amend §17-211(a), Chapter 17, Title 6 of the Delaware Code by adding after the words "a common-law trust," the words "a limited liability company,", and by adding after the word "general", the words "(including a registered limited liability partnership)".

Section 17. Amend §17-211(e), Chapter 17, Title 6 of the Delaware Code by adding the following sentence at the end of said subsection:

If a certificate of merger or consolidation provides for a future effective date or time and if an agreement of merger or consolidation is terminated or amended to change the future effective date or time as permitted by §17-211(b) of this title prior to the future effective date or time, the certificate of merger or consolidation shall be terminated by the filing of a certificate of termination of a merger or consolidation which shall identify the certificate of merger or consolidation and the agreement of merger or consolidation which has been terminated or amended and shall state that the agreement of merger or consolidation has been terminated or amended."

Section 18. Amend §17-211, Chapter 17, Title 6 of the Delaware Code by adding new subsections to be designated as "(i)" and "(j)" to read as follows:

"(i) Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger or consolidation of a limited partnership that has become effective shall not affect any obligation or liability existing at the time of such merger or consolidation of a general partner of a limited partnership which is merging or consolidating.

(j) If a limited partnership is a constituent party to a merger or consolidation that shall have become effective, but the limited partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the surviving or resulting entity of the merger or consolidation unless:

(1) A judgment based on the same claim has been obtained against the surviving or resulting entity of the merger or consolidation and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;

(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the surviving or resulting entity of the merger or consolidation;

(4) The general partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation;

(5) A Court grants permission to the judgment creditor to levy execution against the assets of the general partner based on a finding that the assets of the surviving or resulting entity of the merger or consolidation that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity of the merger or consolidation is excessively burdensome, or that the grant of permission is an appropriate exercise of the Court's equitable powers; or

(6) Liability is imposed on the general partner by law or contract independent of the existence of the surviving or resulting entity of the merger or consolidation."

Section 19. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as 117-212" to read as follows:

§117-212. Contractual Appraisal Rights.

A partnership agreement or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a partnership interest or another Interest in a limited partnership shall be available for any class or group of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership is a constituent party to the merger or consolidation, or the sale of all or substantially all of the limited partnership's assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights."

Section 20. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as 117-213" to read as follows:

§117-213. Certificate of Correction.

Whenever any certificate authorized to be filed with the Office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected by filing with the Office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate In corrected form and shall be executed and filed as required by this chapter. The corrected certificate shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date."

Section 21. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as §117-214" to read as follows:

§117-214. Limited Partnerships as Registered Limited Liability Limited Partnerships.

(a) To become and to continue as a registered limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:

(1) file an application or a renewal application, as the case may be, as provided in §1544 of the Uniform Partnership Law of the State of Delaware, as permitted by the limited partnership's partnership agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a registered limited liability limited partnership, with the approval (1) by all general partners, and (ii) by the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate;

(2) comply with §1546 of the Uniform Partnership Law of the State of Delaware; and

have as the last words or letters of its name the words 'Limited Partnership' or the abbreviation 'L.P.' followed by the words 'Registered Limited Liability Limited Partnership', or the abbreviation 'L.L.L.P.', or the designation 'LLLP'.

(b) In applying §1544 and §1550 of the Uniform Partnership Law of the State of Delaware to a limited partnership:

(i) an application to become a registered limited liability limited partnership, a renewal application to continue as a registered limited liability limited partnership, a certificate of amendment of an application or a renewal application, or a withdrawal notice of an application or a renewal application shall be executed by at least one general partner of the limited partnership; and

(ii) all references to partners mean general partners only.

(c) If a limited partnership is a registered limited liability limited partnership, its partners who are liable for the debts, liabilities and other obligations of the limited partnership shall have the limitation on liability afforded to partners of registered limited liability partnerships under the Uniform Partnership Law of the State of Delaware."

Section 22. Amend §17-301(a), Chapter 17, Title 6 of the Delaware Code by deleting the words "acquiring a partnership interest as a limited partner".

Section 23. Amend §17-301(b), Chapter 17, Title 6 of the Delaware Code by deleting the words "acquiring a partnership interest as a limited partner".

Section 24. Amend §17-301(b)(1), Chapter 17, Title 6 of the Delaware Code by deleting the words "a person acquiring a partnership interest directly from the limited partnership,", and by substituting in lieu thereof the words "a person who is not an assignee of a partnership interest, including a person acquiring a partnership interest directly from the limited partnership and a person to be admitted as a limited partner of the limited partnership without acquiring a partnership interest in the limited partnership," and by deleting the word or appearing at the end of said subsection.

Section 25. Amend §17-301(b)(2), Chapter 17, Title 6 of the Delaware Code by deleting the period appearing at the end of said subsection and by substituting in lieu thereof "; or".

Section 26. Amend §17-301(b), Chapter 17, Title 6 of the Delaware Code by adding a new paragraph to said subsection to be designated as paragraph "(3)" to read as follows:

"(3) Unless otherwise provided in an agreement of merger or consolidation or a partnership agreement, in the case of a person acquiring a partnership interest in a surviving or resulting limited partnership pursuant to a merger or consolidation approved in accordance with §17-211(b) of this title, at the time provided in and upon compliance with the partnership agreement of the surviving or resulting limited partnership."

Section 27. Amend §17-301(c), Chapter 17, Title 6 of the Delaware Code by adding at the end of said subsection a ,new sentence reading: "Unless otherwise provided In a partnership agreement, a person may be admitted to a limited partnership as a limited partner of the limited partnership without acquiring a partnership interest in the limited partnership.".

Section 28. Amend 517-303(b)(1), Chapter 17, Title 6 of the Delaware Code by adding immediately before the ":" appearing at the end of said subsection the words ", or to be a member, manager, agent or employee of a limited liability company which is a general partner".

Section 29. Amend 517-303(b)(7), Chapter 17, Title 6 of the Delaware Code by adding immediately before the ":" appearing at the end of said subsection the words or partners or to appoint, elect or otherwise participate in the choice of a representative or another person to serve on any such committee, and to act as a member of any such committee directly or by or through any such representative or other person".

Section 30. Amend §17-303(b)(8), Chapter 17, Title 6 of the Delaware Code by redesignating paragraph "1." of said subsection as paragraph "m.", by amending paragraph "k." of said subsection by deleting the word "or" as it appears at the end of said paragraph, and by adding a new paragraph to said subsection to be designated as paragraph "1." to read as follows:

"1. The making of, or calling for, or the making of other determinations in connection with, contributions; or".

Section 31. Amend §17-303(b)(9), Chapter 17, Title 6 of the Delaware Code by deleting said subsection in its entirety and by substituting in lieu thereof the following:

"(9) To serve on the board of directors or a committee of to consult with or advise, to be an officer, director, stockholder, partner (other than a general partner of a general partner of the limited partnership), member, manager, trustee, agent or employee of, or to be a fiduciary or contractor for, any person in which the limited partnership has an interest or any person providing management, consulting, advisory, custody or other services or products for, to or on behalf of, or otherwise having a business or other relationship with, the limited partnership or a general partner of the limited partnership; or".

Section 32. Amend §17-401(a), Chapter 17, Title 6 of the Delaware Code by adding to said subsection immediately following the first sentence of the subsection a new sentence reading as follows:

"Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a general partner of the limited partnership without acquiring a partnership interest in the limited partnership."

Section 33. Amend §17-402(a), Chapter 17, Title 6 of the Delaware Code by amending paragraph "(9)" of said subsection by deleting the word "or" as it appears at the end of said paragraph, by amending paragraph "(10)" of said subsection by deleting the "." as it appears at the end of said paragraph and by adding in lieu thereof "; or", and by adding a new paragraph to said subsection to be designated as paragraph "(11)" to read as follows:

"(11) In the case of a general partner who is not an individual, partnership, corporation, trust or estate, the termination of the general partner."

Section 34. Amend §17-403, Chapter 17, Title 6 of the Delaware Code by adding two new subsections to said section to be designated as subsection "(c)" and subsection "(d)" to read as follows:

"(c) Unless otherwise provided in the partnership agreement, a general partner of a limited partnership has the power and authority to delegate to one or more other persons the general partner's rights and powers to manage and control the business and affairs of the limited partnership, including to delegate to agents and employees of the general partner or the limited partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the partnership agreement, such delegation by a general partner of a limited partnership- shall not cause the general partner to cease to be a general partner of the limited partnership.

(d) A judgment creditor of a general partner of a limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless:

(1) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The limited partnership is a debtor In bankruptcy;

(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership;

(4) A Court grants permission to the judgment creditor to levy execution against the assets of the general partner based on a finding that the assets of the limited partnership that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the limited partnership is excessively burdensome, or that the grant of permission is an appropriate exercise of the Court's equitable powers; or

(5) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership."

Section 35. Amend Subchapter V, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as 117-505" to read as follows:

§117-505. Defense of Usury Not Available.

No obligation of a partner of a limited partnership to the limited partnership arising under the partnership agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a partner, shall be subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action."

Section 36. Amend §17-603, Chapter 17, Title 6 of the Delaware Code by deleting from the last sentence of said subsection the words "set forth in this chapter", and by substituting in lieu thereof "under applicable law".

Section 37. Amend §17-605, Chapter 17, Title 6 of the Delaware Code by adding a new sentence to the end of said section to read as follows:

"Except as provided in the partnership agreement, a partner may 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 is equal to a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership."

Section 38. Amend §17-607(b), Chapter 17, Title 6 of the Delaware Code by deleting from the last sentence of said subsection the words "a partnership", and by substituting in lieu thereof the word "an".

Section 39. Amend §17-702(a)(3), Chapter 17, Title 6 of the Delaware Code by adding immediately following the word "assignment", the words "of a partnership interest".

Section 40. Amend §17-702, Chapter 17, Title 6 of the Delaware Code by adding a new subsection to be designated as "(d)" to read as follows:

"(d) Unless otherwise provided in the partnership agreement, a limited partnership may acquire, by purchase, redemption or otherwise, any partnership Interest or other interest of a partner in the limited partnership. Unless otherwise provided in the partnership agreement, any such interest so acquired by the limited partnership shall be deemed canceled."

Section 41. Amend §17-801(3), Chapter 17, Title 6 of the Delaware Code by deleting the word "all" in said subsection and by substituting in lieu thereof the words "not less than a majority in interest of the remaining".

Section 42. Amend §17-804(a)(1), Chapter 17, Title 6 of the Delaware Code by adding Immediately following the words "distributions to partners", the words and former partners".

Section 43. Amend §17-902(a)(1), Chapter 17, Title 6 of the Delaware Code by deleting the words "An original", and the words ", together with a duplicate copy," and by adding the word "A" immediately before the words "copy executed by a general partner".

Section 44. Amend §17-902(b), Chapter 17, Title 6 of the Delaware Code by adding after the words "or a partnership", the words ", a limited liability company, a business or other trust or association,".

Section 45. Amend §17-903(b), Chapter 17, Title 6 of the Delaware Code by deleting §17-903(b) in Its entirety and inserting in lieu thereof the following: "(b) The Secretary of State shall prepare and return to the person who filed the application or his representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application,"

Section 46. Amend §17-1004, Chapter 17, Title 6 of the Delaware Code by deleting said section in its entirety and by substituting in lieu thereof the following:

"§17-1004. Expenses.

If a derivative action is successful, in whole or In part, 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, from any recovery in any such action or from a limited partnership."

Section 47. Amend §17-1101(d), Chapter 17, Title 6 of the Delaware Code by adding the words "or other person" after the words "a partner" and before the words "has duties", by adding the words "or other person" after the words "any such partner" and before the words "acting under', by adding the words "or other person's" after the words "for the partner's" and before the words "good faith reliance", and by adding the words "or other person's" after the words and (2) the partner's" and before the words "duties and liabilities".

Section 48. Amend §17-1107(a)(2), Chapter 17, Title 6 of the Delaware Code by deleting "$10", and by substituting in lieu thereof "$2.50".

Section 49. Amend §17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by deleting the word "or" appearing after the words "under §17-211 of this title", and by substituting in lieu thereof a ",", and by adding after the words "under §17-210 of this title," the words "a certificate of termination of a merger or consolidation under §17-211(e) of this title, a certificate of correction under §17-212 of this title or a certificate of restoration under §17-1109(h) of this title,",

Section 50. Amend §17-1107(a)(4), Chapter 17, Title 6 of the Delaware Code by deleting 110", and by substituting in lieu thereof "$20".

Section 51. Amend §17-1107(a)(5), Chapter 17, Title 6 of the Delaware Code by deleting "$1 per page", and by substituting in lieu thereof "$5 for the first page and $1 for each additional page copied".

Section 52. Amend §17-1107(a)(10), Chapter 17, Title 6 of the Delaware Code by deleting "$10", and by substituting in lieu thereof "$20".

Section 53. Amend §17-1109(g), Chapter 17, Title 6 of the Delaware Code by deleting said subsection in Its entirety and by substituting in lieu thereof the following:

"(g) A domestic limited partnership or foreign limited partnership that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a domestic limited partnership or registered as a foreign limited partnership in the State of Delaware."

Section 54. Amend §17-1109(h), Chapter 17, Title 6 of the Delaware Code by adding at the end of said subsection the following new sentence:

"A fee as set forth in §17-1107(a)(3) of this title shall be paid at the time of the filing of any such certificate."

Section 55. Amend §2306, Chapter 23, Title 6 of the Delaware Code by deleting said section in its entirety and by substituting in lieu thereof the following:

"§2306. Defense of Usury as Available to Certain Entities and Associations.

No corporation, limited partnership, business trust or limited liability company, and no association or joint stock company having any of the powers and privileges of corporations not possessed by individuals or partnerships, shall interpose the defense of usury in any action."

Section 56. This Act shall become effective on August 1, 1994.

Approved June 27, 1994