CHAPTER 296

FORMERLY

SENATE BILL NO. 364

AN ACT TO AMEND CHAPTER 15, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY 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 § 15-101(12), Chapter 15, Title 6 of the Delaware Code by inserting the following immediately after the first sentence thereof: "A partnership is not required to execute its partnership agreement. A partnership is bound by its partnership agreement whether or not the partnership executes the partnership agreement."

Section 2. Amend § 15-105(d), Chapter 15, Title 6 of the Delaware Code by inserting the word "and" at the end of subsection (2) thereof, by deleting subsection (3) thereof and by renumbering subsection (4) thereof as subsection (3).

Section 3. Amend § 15-108(c), Chapter 15, Title 6 of the Delaware Code by inserting the words "on such records" immediately following the words "Secretary of State from the name" therein and by deleting the words "reserved or registered" and substituting in lieu thereof the words "reserved, registered, formed or organized".

Section 4. Amend § 15-120, Chapter 15, Title 6 of the Delaware Code by inserting "any conversion of the partnership to another business form, any transfer to or domestication in any jurisdiction by the partnership," immediately following "constituent party to the merger or consolidation," in the first sentence thereof.

Section 5. Amend § 15-202, Chapter 15, Title 6 of the Delaware Code by adding a new subsection (e) thereto as follows:

"(e) Notwithstanding any provision of this chapter to the contrary, without limiting the general powers enumerated in subsection (d) above, a partnership shall, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, have the power and authority to make contracts of guaranty and suretyship, and enter into interest rate, basis, currency, hedge or other swap agreements, or cap, floor, put, call, option, exchange or collar agreements, derivative agreements or other agreements similar to any of the foregoing."

Section 6. Amend § 15-306, Chapter 15, Title 6 of the Delaware Code by adding a new subsection (e) thereto as follows:

"(e) Notwithstanding the provisions of subsection (c) of this section, under a partnership agreement or under another agreement, a partner may agree to be personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for any or all of the obligations of the partnership incurred while the partnership is a limited liability partnership."

Section 7. Amend § 15-401(l), Chapter 15, Title 6 of the Delaware Code by adding the following words immediately prior to the "." at the end of the last sentence thereof:

"or cause the person to whom any such rights and powers have been delegated to be a partner of the partnership".

Section 8. Amend § 15-401, Chapter 15, Title 6 of the Delaware Code by adding a new subsection (m) thereto as follows:

"(m) Unless otherwise provided in a partnership agreement or another agreement, a partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a partnership."

Section 9. Amend § 15-1209, Chapter 15, Title 6 of the Delaware Code by deleting existing subsection (b) thereof in its entirety and substituting in lieu thereof the following:

"(b) A list of those partnerships whose statement of partnership existence were canceled on June 1 of such calendar year pursuant to Section 15-1209(a) of this Chapter shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware."

Section 10. The Act shall become effective August 1, 2002.

Approved June 20, 2002