CHAPTER 59

FORMERLY

SENATE BILL NO. 83

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:

Section 1. Amend § 15-101(16), Chapter 15, 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 2. Amend § 15-103(c), Chapter 15, Title 6 of the Delaware Code by inserting the words "or a statement of qualification" immediately after the words "statement of partnership existence".

Section 3. Amend § 15-105(c), Chapter 15, Title 6 of the Delaware Code by inserting the words "or certificates" immediately after the words "Other statements" in the second sentence thereof, by deleting the words "other authorized person" in the second sentence thereof and by inserting in lieu thereof the words "one or more authorized persons or, in the case of a certificate of conversion to partnership or a certificate of partnership domestication, by any person authorized to execute such certificate on behalf of the other entity or non-United States entity, respectively, except that a certificate of merger or consolidation filed by a surviving or resulting other business entity shall be executed by any person authorized to execute such certificate on behalf of such other business entity", by deleting the words "an individual as, or on behalf of, a partner or other person named as a partner in a statement or certificate" in the third sentence thereof and by inserting in lieu thereof the words "a person who is authorized by this chapter to execute such statement or certificate", and by deleting the words "the individual's" in the third sentence thereof and by inserting in lieu thereof the words "such person's".

Section 4. Amend § 15-106(c), Chapter 15, Title 6 of the Delaware Code by inserting the words "or a statement of qualification" immediately after the words "statement of partnership existence".

Section 5. Amend § 15-122, Chapter 15, Title 6 of the Delaware Code by inserting the words "or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter," immediately after the words "such partnership or partners,".

Section 6. Amend § 15-201(a), Chapter 15, Title 6 of the Delaware Code by inserting the words "or a statement of qualification" immediately after the words "statement of partnership existence".

Section 7. Amend § 15-203, Chapter 15, Title 6 of the Delaware Code by inserting the words "or a statement of qualification" immediately after the words "statement of partnership existence".

Section 8. Amend § 15-407(e), Chapter 15, Title 6 of the Delaware Code by inserting the words ", including as permitted by § 15-902(g) of this title" immediately after the words "as otherwise permitted by law" in the first sentence thereof and by inserting the words ", including as permitted by § 15-902(g) of this title" immediately before the "." in the second sentence thereof.

Section 9. Amend § 15-501, Chapter 15, Title 6 of the Delaware Code by inserting the words "or a statement of qualification" immediately after the words "statement of partnership existence".

Section 10. Amend § 15-901(a), Chapter 15, Title 6 of the Delaware Code by inserting the words "and in § 15-105" immediately after the words "As used in this section" and before the first ",".

Section 11. Amend § 15-902(a), Chapter 15, Title 6 of the Delaware Code by inserting the words "and in § 15-105" immediately after the words "As used in this section" and before the first ",".

Section 12. Amend § 15-902(c)(4), Chapter 15, Title 6 of the Delaware Code by inserting the words ", registered office or registered agent" immediately after the words "to change its name".

Section 13. Amend § 15-902(g), Chapter 15, Title 6 of the Delaware Code by inserting the words "and shall be effective notwithstanding any provision of the partnership agreement relating to amendment or adoption of a new partnership agreement, other than a provision that by its terms applies to an amendment to the partnership agreement or the adoption of a new partnership agreement, in either case, in connection with a merger or consolidation" immediately before the "." in the second sentence thereof.

Section 14. Amend § 15-904(a), Chapter 15, Title 6 of the Delaware Code by inserting the words "and in § 15-105" immediately after the words "As used in this section" and before the first ",".

Section 15. Amend § 15-1001(c)(3), Chapter 15, Title 6 of the Delaware Code by inserting the words "at the time of the effectiveness of the statement of qualification" immediately after the word "partnership".

Section 16. Amend § 15-1201, Chapter 15, Title 6 of the Delaware Code by inserting a new sentence at the end of such section reading as follows: "Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision.".

Section 17. This Act shall become effective August 1, 2009.

Approved June 26, 2009