CHAPTER 106

FORMERLY

SENATE BILL NO. 98

AN ACT TO AMEND 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(2), Chapter 15, Title 6 of the Delaware Code by inserting the word "domestic" immediately before the word "continuance".

Section 2. Amend § 15-101(10), Chapter 15, Title 6 of the Delaware Code by deleting the words “has been” and substituting in lieu thereof the word “is”.

Section 3. Amend § 15-103(b), Chapter 15, Title 6 of the Delaware Code by deleting the word “or” immediately after the “;” in subsection (6) thereof, by deleting the “.” at the end of subsection (7) thereof and substituting in lieu thereof the words “; or”, and by inserting a new subsection (8) at the end thereof reading as follows: “(8) Vary the denial of partnership power to issue a certificate of partnership interest in bearer form under Section 15-503(h).”.

Section 4. Amend § 15-105(d), Chapter 15, Title 6 of the Delaware Code by deleting the words “of this title or” immediately after the words “§ 15-111(d)” in the fourth sentence thereof and substituting in lieu thereof a “,”, by inserting the words “or § 15-1209(a)” immediately after the words “§ 15-111(i)(4)” in the fourth sentence thereof, by deleting the words “of this title or” immediately after the words “§ 15-111(d)” in the fifth sentence thereof and substituting in lieu thereof a “,”, by inserting the words “or § 15-1209(a)” immediately after the words “§ 15-111(i)(4)” in the fifth sentence thereof, by inserting the words “The Secretary of State shall not issue a certificate of good standing with respect to a domestic partnership if its statement of partnership existence is cancelled.” as a separate paragraph immediately following the words “(3) Any other information the person filing the statement of cancellation determines.”, and by inserting the word "domestic" immediately before all three appearances of the word "continuance" in the third sentence of the last paragraph thereof.

Section 5. Amend § 15-111(a)(2), Chapter 15, Title 6 of the Delaware Code by inserting the words “having a business office identical with such registered office,” immediately before the words “which agent”.

Section 6. Amend § 15-111(d), Chapter 15, Title 6 of the Delaware Code by deleting the words “deemed to be” in the fourth sentence thereof.

Section 7. Amend § 15-111(i)(4)b., Chapter 15, Title 6 of the Delaware Code by deleting all four appearances of the words “deemed to be” in the last paragraph thereof.

Section 8. Amend § 15-120, Chapter 15, Title 6 of the Delaware Code by inserting the words “or continuance” immediately after the words “transfer to or domestication” in the first sentence thereof.

Section 9. Amend § 15-201(b), Chapter 15, Title 6 of the Delaware Code by deleting the word “entity” and substituting in lieu thereof the word “partnership”.

Section 10. Amend § 15-503(h), Chapter 15, Title 6 of the Delaware Code by inserting a new sentence at the end thereof reading as follows: “A partnership shall not have the power to issue a certificate of partnership interest in bearer form.”.

Section 11. Amend § 15-901(h), Chapter 15, Title 6 of the Delaware Code by deleting the words “any event” and substituting in lieu thereof the words “the event the continuing domestic partnership is not a limited liability partnership”.

Section 12. Amend § 15-902(a), Chapter 15, Title 6 of the Delaware Code by deleting the word “or” immediately after the words “a business trust” and substituting in lieu thereof the word “, an” and by inserting the words “or entity” immediately after the words “unincorporated business”.

Section 13. Amend § 15-902(h), Chapter 15, Title 6 of the Delaware Code by inserting the words “, and the merger or consolidation shall not constitute a dissolution of such partnership” immediately before the “.” at the end of the second sentence thereof.

Section 14. Amend § 15-902, Chapter 15, Title 6 of the Delaware Code by inserting a new subsection (l) at the end of such section reading as follows: “(l) A partnership agreement may provide that a domestic partnership shall not have the power to merge or consolidate as set forth in this section.”.

Section 15. Amend § 15-903, Chapter 15, Title 6 of the Delaware Code by inserting a new subsection (i) at the end of such section reading as follows: “(i) A partnership agreement may provide that a domestic partnership shall not have the power to convert as set forth in this section.”.

Section 16. Amend § 15-904(g), Chapter 15, Title 6 of the Delaware Code by deleting the words “any event” and substituting in lieu thereof the words “the event the continuing domestic partnership is not a limited liability partnership”.

Section 17. Amend § 15-905, Chapter 15, Title 6 of the Delaware Code by deleting the word “of” in the first place such word appears in the heading of the section and substituting in lieu thereof the word “or”.

Section 18. Amend § 15-905(g), Chapter 15, Title 6 of the Delaware Code by deleting the word “continuation” immediately after the words “domestication or” in the second sentence thereof and substituting in lieu thereof the word “continuance”.

Section 19. Amend § 15-905, Chapter 15, Title 6 of the Delaware Code by inserting a new subsection (h) at the end of such section reading as follows: “(h) A partnership agreement may provide that a domestic partnership shall not have the power to transfer, domesticate or continue as set forth in this section.”.

Section 20. Amend § 15-1003(c), Chapter 15, Title 6 of the Delaware Code by deleting the word “partnership” in the second sentence thereof and substituting in lieu thereof the words “limited liability partnership or foreign limited liability partnership”, by inserting immediately before the “.” at the end of the second sentence the words “or with respect to any limited liability partnership or foreign limited liability partnership if its statement of qualification or statement of foreign qualification (as applicable) is cancelled or revoked”, and by deleting the two appearances therein of the words “deemed to be”.

Section 21. Amend § 15-1209(a), Chapter 15, Title 6 of the Delaware Code by deleting the words “deemed to be”.

Section 22. This Act shall become effective August 1, 2007.

Approved July 10, 2007