CHAPTER 386

FORMERLY

HOUSE BILL NO. 427

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:

Section 1. Amend § 17-101(9), Chapter 17, Title 6 of the Delaware Code by deleting the words "by 2 or more persons" immediately after the words "mean a partnership formed" and inserting the words "consisting of two (2) or more persons" immediately before the words "and having 1 or more general partners".

Section 2. Amend § 17-101(14), Chapter 17, Title 6 of the Delaware Code by inserting “(including a common law trust, business trust, statutory trust, voting trust or any other form of trust)” immediately after the word “trust”.

Section 3. Amend § 17-204(a)(1), Chapter 17, Title 6 of the Delaware Code by inserting the words “or, in the case of a certificate of limited partnership domestication or certificate of conversion to limited partnership, by any person authorized to execute such certificate on behalf of the non-United States entity or other entity, respectively” immediately before the semicolon “;”.

Section 4. Amend § 17-204(c), Chapter 17, Title 6 of the Delaware Code by deleting the words “general partner” and by inserting in lieu thereof the words “person who is authorized by this Chapter to execute such certificate”, and by deleting the words “the general partner’s” and by inserting in lieu thereof the words “such person’s”.

Section 5. Amend § 17-215(a), Chapter 17, Title 6 of the Delaware Code by inserting the words “and in § 17-204” immediately after the words “As used in this section” and before the comma “,”.

Section 6. Amend § 17-217(a), Chapter 17, Title 6 of the Delaware Code by inserting the words “and in § 17-204” immediately after the words “As used in this section” and before the comma “,”.

Section 7. Amend § 17-303(b)(8), Chapter 17, Title 6 of the Delaware Code by deleting the word “or” at the end of subsection m., and replacing the semicolon “;” at the end of such subsection with a period “.”, and inserting a new subsection “n.” to read as follows, redesignating existing subsection “n.” thereof as subsection “o”:

“n. The nomination, appointment, election or other manner of selection or removal of an independent contractor for, or an agent or employee of, the limited partnership or a general partner, or an officer, director or stockholder of a corporate general partner, or a partner of a partnership which is a general partner, or a trustee, administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust which is a general partner, or a trustee, officer, advisor, stockholder or beneficiary of a business trust or a statutory trust which is a general partner, or a member or manager of a limited liability company which is a general partner, or a member of a governing body of, or a fiduciary for, any person, whether domestic or foreign, which is a general partner; or”.

Section 8. This Act shall become effective August 1, 2008.

Approved July 17, 2008