CHAPTER 362

FORMERLY

HOUSE BILL NO. 530

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.

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 § 17-203, Chapter 17, Title 6 of the Delaware Code by adding immediately prior to the punctuation mark "." at the end of the first sentence thereof, the words ", or upon the filing of a certificate of transfer.

Section 2. Amend § 17-204(a)(I), Chapter 17, Title 6 of the Delaware Code by adding immediately following the word "partnership" the words ", a certificate of limited partnership domestication, a certificate of conversion to limited partnership and a certificate of transfer".

Section 3. Amend § 17-206(a), Chapter 17, Title 6 of the Delaware Code by adding immediately following the words "ally restated certificate" the words ", any certificate of conversion to limited partnership, any certificate of transfer, any certificate of limited partnership domestication,".

Section 4. Amend § 17-206(a)( I ), Chapter 17, Title 6 of the Delaware Code by adding immediately following the words "restated certificate" the words ", the certificate of conversion to limited partnership, the certificate of transfer, the certificate of limited partnership domestication".

Section 5. Amend § 17-206(b), Chapter 17, Title 6 of the Delaware Code by adding immediately following the first usage of the words "acts as a certificate of cancellation," in the second sentence of said subsection, the words or a certificate of transfer," by adding immediately following the second usage of the words "acts as a certificate of cancellation," in the second sentence of said subsection, the words "or a certificate of transfer," and by adding the following sentences immediately following the second sentence of said subsection:

"Upon the filing of a certificate of limited partnership domestication, or upon the future effective date or time of a certificate of limited partnership domestication, the entity filing the certificate of limited partnership domestication is domesticated as a limited partnership with the effect provided in § 17-215 of this title. Upon the filing of a certificate of conversion to limited partnership, or upon the future effective date or time of a certificate of conversion to limited partnership, the entity filing the certificate of conversion to limited partnership is converted to a limited partnership with the effect provided in § 17-217 of this title."

Section 6. Amend § 17-206(c). Chapter 17, Title 6 of the Delaware Code by adding immediately following the words "a restated certificate" the words ", a certificate of conversion to limited partnership. a certificate of transfer, a certificate of limited partnership domestication".

Section 7. Amend § 17.207(a), Chapter 17. Title 6 of the Delaware Code by adding immediately following the word "cancellation" the words "or certificate of conversion to limited partnership, certificate or transfer or certificate of limited partnership domestication".

Section 8. Amend § 17-208, Chapter 17, Title 6 of the Delaware Code by adding immediately prior to the punctuation mark "." at the end of the only sentence of said section the words "and which are permitted to be set forth in a certificate of limited partnership by § 17218(b) of this title"

Section 9. Amend § 17-211(c)(7), Chapter 17, Title 6 of the Delaware Code by adding thereto immediately following the word "corporation" the words ", or limited liability company", and by adding immediately following the words "under the laws of the State of Delaware," the words "or a business trust organized under 12 Del, C , Ch. 38,".

Section 10. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 17-215" to read as follows:

"§ 17-215. Domestication of non-United States entities.

(a) As used in this section, "non-United States entity" means a foreign limited partnership (other than one formed under the laws of a state) (including a foreign registered limited liability limited partnership (other than one formed under the laws of a state)), or a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a general partnership (including a registered limited liability partnership) or a limited liability company, formed, incorporated, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).

(b) Any non-United States entity may become domesticated as a limited partnership in the State of Delaware by complying with subsection (g) of this section and filing in the Office of the Secretary of State in accordance with § 17-206 of this title:

(1) A certificate of limited partnership domestication that has been executed in accordance with § 17-204 of this title; and

(2) A certificate of limited partnership that complies with § 17-201 of this title and has been executed in accordance with § 17-204 of this title.

(c) The certificate of limited partnership domestication shall state:

(1) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created or otherwise came into being;

(2) The name of the non-United States entity immediately prior to the tiling of the certificate of limited partnership domestication;

(3) The name of the limited partnership as set forth in the certificate of limited partnership filed in accordance with subsection (b) of this section;

(4) The future effective date or time (which shall be a date or time certain) of the domestication as a limited partnership if it is not to be effective upon the filing of the certificate of limited partnership domestication and the certificate of limited partnership; and

(5) The jurisdiction that constituted the seat, siege social, or principal
place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of limited partnership domestication.

(d) Upon the filing in the Office of the Secretary of State of the certificate of limited partnership domestication and the certificate of limited partnership or upon the future effective date or time of the certificate of limited partnership domestication and the certificate of limited partnership, the non-United States entity shall be domesticated as a limited partnership in the State of Delaware and the limited partnership shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding § 17-201 of this title, the existence of the limited partnership shall be deemed to have commenced on the date the non-United States entity commenced its existence in the jurisdiction in which the non-United States entity was first formed, incorporated, created or otherwise came into being.

(e) The domestication of any non-United States entity as a limited partnership in the State of Delaware shall not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior to its domestication as a limited partnership in the State of Delaware, or the personal liability of any person therefor.

(f) The filing of a certificate of limited partnership domestication shall not affect the choice of law applicable to the non-United States entity, except that from the effective date or time of the domestication, the law of the State of Delaware, including the provisions of this chapter, shall apply to the non-United States entity to the same extent as if the non-United States entity had been formed as a limited partnership on that date.

(g) Prior to filing a certificate of limited partnership domestication with the Office of the Secretary of State, a partnership agreement shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate; provided that, in any event, such approval shall include the approval of any person who, at the effective date or time of the domestication, shall be a general partner of the limited partnership.

(h) When any domestication shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the non-United States entity that has been domesticated, and all property, real, personal and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, shall be vested in the domestic limited partnership and shall thereafter be the property of the domestic limited partnership as they were of the non-United States entity immediately prior to its domestication, and the title to any real property vested by deed or otherwise in such non-United States entity 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 such non-United States entity shall be preserved unimpaired, and all debts, liabilities and duties of the non-United States entity that has been domesticated shall thenceforth attach to the domestic 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 the domestic limited partnership."

Section 11. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 17-216" to read as follows:

"§ 17-216. Transfer and continuance of domestic limited partnerships.

(a) Upon compliance with the provisions of this section, any limited partnership may transfer to any jurisdiction, other than any state, that permits the transfer to or domestication or continuance in such jurisdiction of a limited partnership.

(b) Notwithstanding anything to the contrary in this chapter or a partnership agreement, the transfer described in subsection (a) of this section shall be approved in writing by all of the partners. If all of the partners of the limited partnership shall approve the transfer described in subsection (a) of this section, a certificate of transfer, executed in accordance with § 17-204 of this title, shall be filed in the Office of the Secretary of State in accordance with § 17-206 of this title. The certificate of transfer shall state:

(1) The name of the limited partnership and, if it has been changed, the name under which it was originally filed;

(2) 'file date of the filing of its original certificate of limited partnership with the Secretary of State;

(3) The jurisdiction to which the limited partnership will transfer;

(4) The future effective date or time (which shall be a date or time certain) of the transfer to the jurisdiction specified in subsection (b)(3) of this section if it is not to be effective upon the filing of the certificate of transfer;

(5) That the transfer of the limited partnership has been approved in accordance with the provisions of this section;

(5) The agreement of the limited partnership that it may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the limited partnership arising while it was a limited partnership of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding; and

(6) The address to which a copy of the process referred to in subsection (b)(6) of this section 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 this subsection and any other address that the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of State, and the Secretary of State shall notify the limited partnership that has transferred out of the State of Delaware at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 17-911(c) of this title.

(c) Upon the filing in the Office of the Secretary of State of the certificate of transfer or upon the future effective date or time of the certificate of transfer and payment to the Secretary of State of all fees prescribed in this chapter, the Secretary of State shall certify that the limited partnership has filed all documents and paid all fees required by this chapter, and thereupon the limited partnership shall cease to exist as a limited partnership of the State of Delaware. Such certificate of the Secretary of State shall be prima facie evidence of the transfer by such limited partnership out of the State of Delaware.

(d) The transfer of a limited partnership out of the State of Delaware in accordance with this section shall not be deemed to affect any obligations or liabilities of the limited partnership incurred prior to such transfer or the personal liability of any person incurred prior to such transfer, nor shall it be deemed to affect the choice of law applicable to the limited partnership with respect to matters arising prior to such transfer."

Section 12. Amend Subchapter II, Chapter 17, Title 6 Ate Delaware Code by adding thereto a new section to be designated as "§ 17-217" to read as follows:

"§ 17-217 Conversion of certain entities to a limited partnership.

(a) As used in this section, the term "other entity" means a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a general partnership (including a registered limited liability partnership) or a foreign limited partnership (including a foreign-registered limited liability limited partnership) or a limited liability company.

(b) Any other entity may convert to a domestic limited partnership by complying with subsection (h) of this section and filing in the Office of the Secretary of State in accordance with § 17-206 of this title:

(1) A certificate of conversion to limited partnership that has been executed in accordance with § 17-204 of this title; and

(2) A certificate of limited partnership that complies with § 17-201 of this title and has been executed in accordance with § 17-204 of this title.

(c) The certificate of conversion to limited partnership shall state:

(1) The date on which and jurisdiction where the other entity was first created, formed, incorporated or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited partnership;

(2) The name of the other entity immediately prior to the filing of the certificate of conversion to limited partnership;

(3) The name of the limited partnership as set forth in its certificate of limited partnership filed in accordance with subsection (b) of this section; and

(4) The future effective date or time (which shall be a date or time certain) of the conversion to a limited partnership if it is not to be effective upon the filing of the certificate of conversion to limited partnership and the certificate of limited partnership.

(d) Upon the filing in the Office of the Secretary of State of the certificate of conversion to limited partnership and the certificate of limited partnership or upon the future effective date or time of the certificate of conversion to limited partnership and the certificate of limited partnership, the other entity shall be converted into a domestic limited partnership and the limited partnership shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding § 17-201 of this title, the existence of the limited partnership shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being.

(e) The conversion of any other entity into a domestic limited partnership shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic limited partnership, or the personal liability of any person incurred prior to such conversion.

(t) When any conversion shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall be vested in the domestic limited partnership and shall thereafter be the property of the domestic limited partnership as they were of the other entity that has converted, and the title to any real property vested by deed or otherwise in such other entity 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 such other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall thenceforth attach to the domestic 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,

(g) Unless otherwise agreed, or as required under applicable non-Delaware law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity.

(h) Prior to filing a certificate of conversion to limited partnership with the Office of the Secretary of State, a partnership agreement shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate; provided that, in any event, such approval shall include the approval of any person who, at the effective date or time of the conversion, shall be a general partner of the limited partnership.

(i) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other entity to the State of Delaware by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including by the amendment of a partnership agreement or other agreement."

Section 13. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 17-218" to read as follows:

"§17-218 Series of limited partners or partnership interests.

(a) A partnership agreement may establish or provide for the establishment of designated series of limited partners or partnership interests having separate rights, powers or duties with respect to specified property or obligations of the limited partnership or profits and losses associated with specified property or obligations, and, to the extent provided in the partnership agreement, any such series may have a separate business purpose or investment objective.

(b) Notwithstanding anything to the contrary set forth in this chapter or under other applicable law, in the event that a partnership agreement creates one or more series, and if separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the other assets of the limited partnership, or any other series thereof, and if the partnership agreement so provides, and notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the certificate of limited partnership, then the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited partnership generally.

(c) The fact that a certificate of limited partnership that contains the notice of the limitation on liabilities of a series referenced in subsection (b) of this section is on file in the Office of the Secretary of State shall constitute notice of such limitation on liabilities of a series.

(d) A limited partner may possess or exercise any of the rights and powers or act or attempt to act in 1 or more of the capacities as permitted under § 17-303 of this title, with respect to any series, without participating in the control of the business of the limited partnership or with respect to any series thereof within the meaning of § 17-303(a) of this title. A partnership agreement may provide for classes or groups of general partners or limited partners associated with a series 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 or limited partners associated with the series 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 or limited partners associated with the series. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any general partner or limited partner or class or group of general partners or limited partners, including an action to create under the provisions of the partnership agreement a class or group of the series of partnership interests that was not previously outstanding.

(e) A partnership agreement may grant to all or certain identified general partners or limited partners or a specified class or group of the general partners or limited partners associated with a series the right to vote separately or with all or any class or group of the general partners or limited partners associated with the series, on any matter. Voting by general partners or limited partners associated with a series may be on a per capita, number, financial interest, class, group or any other basis.

(f) Section 17-603 of this title shall apply to a limited partner with respect to any series with which the limited partner is associated. Except as otherwise provided in a partnership agreement, any event under this subsection or in a partnership agreement that causes a limited partner to cease to be associated with a series shall not, in itself, cause such limited partner to cease to be associated with any other series or to be a limited partner of the limited partnership. A limited partner shall cease to be a limited partner with respect to a series and to have the power to exercise any rights or powers of a limited partner with respect to such series upon the happening of either of the following events:

(1) The limited partner withdraws with respect to the series in accordance with § 17-603 of this title; or

(2) Except as otherwise provided in the partnership agreement, the limited partner assigns all of his partnership interest with respect to the series.

(g) Notwithstanding § 17-606 of this title, but subject to subsections (h) and (j) of this section, and unless otherwise provided in a partnership agreement, at the time a partner associated with a series that has been established in accordance with subsection (b) of this section becomes entitled to receive a distribution with respect to such series, he has the status of, and is entitled to all remedies available to, a creditor of the series, with respect to the distribution. A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions with respect to a series.

(Ii) Notwithstanding § 17-607(a) of this title, a limited partnership may make a distribution with respect to a series that has been established in accordance with subsection (b) of this section; provided that a limited partnership shall not make a distribution with respect to a series that has been established in accordance with subsection (b) of this section to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of such series, other than liabilities to partners on account of their partnership interests with respect to such series and liabilities for which the recourse of creditors is limited to specified property of such series, exceed the fair value of the assets associated with such series, except that the fair value of property of the series that is subject to a liability for which the recourse of creditors is limited shall be included in the assets associated with such series only to the extent that the fair value of that property exceeds that liability. A limited partner who receives a distribution in violation of this subsection, and who knew at the time of the distribution that the distribution violated this subsection, shall be liable to a series for the amount of the distribution. A limited partner who receives a distribution in violation of this subsection, and who did not know at the time of the distribution that the distribution violated this subsection, shall not be liable for the amount of the distribution. Subject to § 17-607(c) of this title, which shall apply to any distribution made with respect to a series under this subsection, this subsection shall not affect any obligation or liability of a limited partner under an agreement or other applicable law for the amount of a distribution.

(i) Subject to § 17-801 of this title, except to the extent otherwise provided in the partnership agreement, a series may be terminated and its affairs wound up without causing the dissolution of the limited partnership. The termination of a series established in accordance with subsection (b) of this section shall not affect the limitation on liabilities of such series provided by subsection (b) of this section.

(j) Notwithstanding § 17-803(a) of this title, unless otherwise provided in the partnership agreement, a general partner associated with a series who has not wrongfully terminated the series or if none, the limited partners associated with the series or a person approved by the limited partners associated with the series or, if there is more than one class or group of limited partners associated with the series, then by each class or group of limited partners associated with the series, 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 series owned by all of the limited partners associated with the series or by the limited partners in each class or group associated with the series, as appropriate, may wind up the affairs of the series; but, if the series has been established in accordance with subsection (b) of this section, the Court of Chancery, upon cause shown, may wind up the affairs of the series upon application of any partner associated with the series, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The persons winding up the affairs of a series may, in the name of the limited partnership and for and on behalf of the limited partnership and such series, take all actions with respect to the series as are permitted under § 17-803(6) of this title. The persons winding up the affairs of a series shall provide for the claims and obligations of the series as provided in § 17-804(6) of this title and distribute the assets of the series as provided in § 17-804(a) of this title. Actions taken in accordance with this subsection shall not affect the liability of limited partners and shall not impose liability on a liquidating trustee.

(k) On application by or for a partner associated with a series established in accordance with subsection (b) of this section, the Court of Chancery may decree dissolution of such series whenever it is not reasonably practicable to carry on the business of the series in conformity with a partnership agreement"

Section 14. Amend Subchapter II, Chapter 17, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 17-219" to read as follows:

"§ 17-219 Approval of conversion of a limited partnership.

A domestic limited partnership may convert to a business trust or association, a real estate investment trust, a common-law trust, a general partnership (including a registered limited liability partnership) or a limited liability company, organized, formed or created under the laws of the State of Delaware, upon the authorization of such conversion in accordance with this section. If the partnership agreement specifies the manner of authorizing a conversion of the limited partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership and does not prohibit a conversion of the limited partnership, the conversion shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the limited partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner of authorizing a conversion of the limited partnership or a merger or consolidation that involves the limited partnership as a constituent party and does not prohibit a conversion of the limited partnership, the conversion shall be authorized by the approval (1) by all general partners, and (2) 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 domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate."

Section 15. Amend § 17-305(e), Chapter 17, Title 6 of the Delaware Code by adding the following sentences immediately following the only sentence of said subsection:

"If a general partner refuses to permit a limited partner to obtain from the general partner the information described in subsection (a)(3) of this section or does not reply to the demand that has been made within 5 business days after the demand has been made, the limited partner may apply to the Court of Chancery for an order to compel such disclosure. The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person seeking such information is entitled to the information sought. The Court of Chancery may summarily order the general partner to permit the limited partner to obtain the information described in subsection (a)(3) of this section and to make copies or abstracts therefrom; or the Court of Chancery may summarily order the general partner to furnish to the limited partner the information described in subsection (a)(3) of this section on the condition that the limited partner first pay to the limited partnership the reasonable cost of obtaining and furnishing such information and on such other conditions as the Court of Chancery deems appropriate. When a limited partner seeks to obtain the information described in subsection (a)(3) of this section, the limited partner shall first establish (1) that the limited partner has complied with the provisions of this section respecting the form and manner of making demand for obtaining such information, and (2) that the information the limited partner seeks is reasonably related to the limited partner's interest as a limited partner. The Court of Chancery may, in its discretion, prescribe any limitations or conditions with reference to the obtaining of information, or award such other or further relief as the Court of Chancery may deem just and proper. The Court of Chancery may order books, documents and records, pertinent extracts therefrom. or duly authenticated copies thereof, to be brought within the State of Delaware and kept in the State of Delaware upon such terms and conditions as the order may prescribe."

Section 16. Amend § 17-603, Chapter 17, Title 6 of the Delaware Code by inserting the word "only" immediately following the words "from a limited partnership" in the first sentence thereof, by deleting the second and third sentences of § 17-603 in their entirety, and by adding the following sentences at the end of the subsection:

"Notwithstanding anything to the contrary under applicable law, unless a partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership prior to the dissolution and winding up of the limited partnership. Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partnership interest may not be assigned prior to the dissolution and winding up of the limited partnership.

Unless otherwise provided in a partnership agreement. a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by 6 Del C. § 17-603 as in effect on July 31, 1996, and shall not be governed by this section."

Section 17. Amend § 17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by adding immediately after the words "Upon the receipt for tiling of" the words "a certificate of limited partnership domestication under § 17-215 of this title, a certificate of transfer under §17-216 of this title, a certificate of conversion to limited partnership under § 17-217 of this title,".

Section 18. This Act shall become effective August 1, 1996.

Approved June 10, 1996