CHAPTER 228

FORMERLY

SENATE BILL NO. 136

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 §17-101, Chapter 17, Title 6 of the Delaware Code by deleting subsection (15), by adding in its proper numerical order a new subsection (7) reading as follows: "(7) 'Limited liability limited partnership' means a limited partnership complying with §17-214 of this chapter", and by renumbering the subsections of §17-101 which follow the new subsection (7) in their proper numerical order.

Section 2. Amend §17-214, Chapter 17, Title 6 of the Delaware Code by deleting said section in its entirety and substituting in lieu thereof the following new section:

§17-214. Limited partnerships as limited liability limited partnerships.

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

(1) file a statement of qualification as provided in §15-1001 and thereafter an annual report as provided in §15-1003 of the Delaware Revised Uniform Partnership Act, 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 limited liability limited partnership, with the approval (i) 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; and

(2) have as the last words or letters of its name the words "Limited Partnership" or the abbreviation "L.P." or the designation "LP" followed by the words "Limited Liability Limited Partnership", or the abbreviation "L.L.L.P.", or the designation "LLLP".

(b) In applying the Delaware Revised Uniform Partnership Act to a limited liability limited partnership:

(i) any certificate or statement 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 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 limited liability partnerships under the Delaware Revised Uniform Partnership Act.

Section 3. This Act shall become effective January 1, 2000.

Approved July 23,1999