CHAPTER 128

FORMERLY

SENATE BILL NO. 177

AN ACT TO AMEND 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 § 17-106(b), Chapter 17, Title 6 of the Delaware Code by deleting the words "so far as" and by substituting in lieu thereof the word "including", and by adding the word "as" following the words "such powers and privileges".

Section 2. Amend § 17-109(a), Chapter 17, Title 6 of the Delaware Code by adding the following after the phrase "liquidating trustee of a limited partnership" in the second sentence thereof:

", or the acceptance by a general partner or a liquidating trustee after August 1, 1999, of election or appointment as a general partner or a liquidating trustee of a limited partnership, or a general partner or a liquidating trustee of a limited partnership serving in such capacity after August 1, 1999,"

Section 3. Amend § 17-109(a), Chapter 17, Title 6 of the Delaware Code by adding ", or such acceptance or service," after the words "Such execution and filing" in the last sentence thereof.

Section 4. Amend § 17-215, Chapter 17, Title 6 of the Delaware Code by adding at the end thereof a new subsection (i) reading as follows:

"(i) When a non-United States entity has become domesticated as a limited partnership pursuant to this section, the limited partnership shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the domesticating non-United States entity. Unless otherwise agreed, or as required under applicable non-Delaware law, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity and shall constitute a continuation of the existence of the domesticating non-United States entity in the form of a domestic limited partnership. If, following domestication, a non-United States entity that has become domesticated as a limited partnership continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the limited partnership and such non-United States entity shall, for all purposes of the laws of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction."

Section 5. Amend § 17-216, Chapter 17, Title 6 of the Delaware Code by adding at the end of subsection (e) thereof a new sentence reading as follows:

"So long as a limited partnership continues to exist as a limited partnership of the State of Delaware following the filing of a certificate of transfer and continuance, the continuing domestic limited partnership and the entity formed, incorporated, created or that otherwise came into being as a consequence of the transfer of the limited partnership to, or its domestication in, a foreign country or other foreign jurisdiction shall, for all purposes of the laws of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction."

Section 6. Amend § 17-217(a), Chapter 17, Title 6 of the Delaware Code by adding the word "corporation," after the words "means a".

Section 7. Amend § 17-217(c)(1), Chapter 17, Title 6 of the Delaware Code by adding the word "incorporated," after the words "first created,".

Section 8. Amend § 17-217, Chapter 17, Title 6 of the Delaware Code by adding at the end of subsection (g) thereof a new sentence reading as follows:

"When an other entity has been converted to a limited partnership pursuant to this section, the limited partnership shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the converting other entity."

Section 9. Amend § 17-219, Chapter 17, Title 6 of the Delaware Code by adding the word "corporation," after the words "may convert to a".

Section 10. Amend § 17-302(e), Chapter 17, Title 6 of the Delaware Code by adding the following words immediately preceding the period at the end of the first sentence thereof: "at which all interests in the limited partnership entitled to vote thereon were present and voted".

Section 11. Amend § 17-402(a), Chapter 17, Title 6 of the Delaware Code by deleting the word "or" after the ";" at the end of subsection (10), by inserting a new subsection (11) reading as follows: "(11) In the case of a general partner that is a limited liability company, the dissolution and commencement of winding up of the limited liability company; or", by renumbering existing subsection (11) as subsection (12) and by inserting in renumbered subsection (12) after the word "partnership," the words "limited liability company,".

Section 12. Amend § 17-604, Chapter 17, Title 6 of the Delaware Code by deleting said section in its entirety and by substituting in lieu thereof the following:

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

Section 13. Amend § 17-801(1), Chapter 17, Title 6 of the Delaware Code by adding following the words "partnership agreement" the words ", but if no such time or event is specified in the partnership agreement, then the limited partnership shall have a perpetual existence".

Section 14. Amend § 17-801(2), Chapter 17, Title 6 of the Delaware Code by adding the words "affirmative vote or" after the words "upon the".

Section 15. Amend § 17-801, Chapter 17, Title 6 of the Delaware Code by deleting subsection (4) thereof in its entirety and inserting in lieu thereof the following new subsection (4):

"(4) At the time there are no limited partners; provided that the limited partnership is not dissolved and is not required to be wound up if, (i) unless otherwise provided in a partnership agreement, within 90 days or such other period as is provided for in the partnership agreement after the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, the personal representative of the last remaining limited partner and all of the general partners agree, in writing or by vote, to continue the business of the limited partnership and to the admission of the personal representative of such limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner; provided that a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner shall be obligated to agree in writing to continue the business of the limited partnership and to the admission of the personal representative of such limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner or (ii) a limited partner is admitted to the limited partnership in the manner provided for in the partnership agreement, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, within 90 days or such other period as is provided for in the partnership agreement after the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, pursuant to a provision of the partnership agreement that specifically provides for the admission of a limited partner to the limited partnership after there is no longer a remaining limited partner of the limited partnership."

Section 16. Amend § 17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by deleting the reference to "§ 17-212", and substituting in lieu thereof "§ 17-213".

Section 17. Amend § 17-1107(a)(3), Chapter 17, Title 6 of the Delaware Code by deleting the words "a certificate of restoration under § 17-1109(h) of this title,", and by adding immediately preceding the words "a fee in the amount of $200", the words "and upon the restoration of a domestic limited partnership or a foreign limited partnership under § 17-1109(h),".

Section 18. Amend § 17-1108, Chapter 17, Title 6 of the Delaware Code by adding the following new sentence at the end of said section:

"Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited partnerships and partners whether or not existing as such at the time of the enactment of any such amendment."

Section 19. Amend § 17-1109(h), Chapter 17, Title 6 of the Delaware Code by deleting the words ", accompanied by a certificate of the limited partnership executed by a general partner or a liquidating trustee stating that it is paying all sums due hereunder", and by deleting from the last sentence of said section the words "the filing of any such certificate", and by substituting in lieu thereof the word "restoration".

Section 20. This Act shall become effective August 1, 1999.

Approved July 02,1999