Delaware General Assembly

CHAPTER 85

FORMERLY

SENATE BILL NO. 177

Section 1. Amend § 15-101(2), Chapter 15, Title 6 of the Delaware Code by deleting "15-122" and by substituting in lieu thereof "15-118".

Section 2. Amend newly revised § 15-101(2), Chapter 15, Title 6 of the Delaware Code by deleting the word "and" following "under Section 15-905," and by inserting ", and a certificate of termination of a certificate with a future effective date or time and a certificate of amendment of a certificate with a future effective date or time under Section 15-105(i)" immediately following the words "a corrected certificate under Section 15-118".

Section 3. Amend § 15-101(16), Chapter 15, Title 6 of the Delaware Code by inserting at the end of the sentence ", in each case, whether domestic or foreign".

Section 4. Amend § 15-103(b), Chapter 15, Title 6 of the Delaware Code by deleting existing subsection (2) in its entirety and by substituting in lieu thereof the following new subsection (2) to read as follows:

"(2) restrict a partner’s rights to obtain information as provided in Section 15-403, except as permitted by Section 15-403(f);".

Section 5. Amend § 15-105(d), Chapter 15, Title 6 of the Delaware Code by deleting "Upon the filing of a certificate of termination of a merger or consolidation, the certificate of merger or consolidation identified in the certificate of termination of a merger or consolidation is terminated. Upon the filing of a certificate of amendment of a certificate of merger or consolidation, the certificate of merger or consolidation identified in the certificate of amendment of a certificate of merger or consolidation is amended."

Section 6. Amend § 15-105, Chapter 15, Title 6 of the Delaware Code by relettering subsections (i) and (j) thereof as (j) and (k), respectively, and by adding a new subsection (i) thereto as follows:

"(i) If any certificate filed in accordance with this chapter provides for a future effective date or time and if, prior to such future effective date or time set forth in such certificate, the transaction is terminated or its terms are amended to change the future effective date or time or any other matter described in such certificate so as to make such certificate false or inaccurate in any respect, such certificate shall, prior to the future effective date or time set forth in such certificate, be terminated or amended by the filing of a certificate of termination or certificate of amendment of such certificate, executed in the same manner as the certificate being terminated or amended is required to be executed in accordance with Section 15-105 of this chapter, which shall identify the certificate which has been terminated or amended and shall state that the certificate has been terminated or the manner in which it has been amended. Upon the filing of a certificate of amendment of a certificate with a future effective date or time, the certificate identified in such certificate of amendment is amended. Upon the filing of a certificate of termination of a certificate with a future effective date or time, the certificate identified in such certificate of termination is terminated."

Section 7. Amend § 15-111, Chapter 15, Title 6 of the Delaware Code by deleting existing subsections (b), (c) and (d) thereof in their entirety and by substituting in lieu thereof the following subsections (b), (c) and (d):

"(b) A registered agent may change the address of the registered office of the partnership(s) for which it is registered agent to another address in the State of Delaware by paying a fee as set forth in Section 15-1207 of this chapter and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the address at which such registered agent has maintained the registered office for each of the partnerships for which it is a registered agent, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the partnerships for which it is a registered agent. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under the Secretary's hand and seal of office, and thereafter, or until further change of address as authorized by law, the registered office in the State of Delaware of each of the partnerships for which the agent is a registered agent shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a partnership, such registered agent shall file with the Secretary of State a certificate, executed by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed and the address at which such registered agent has maintained the registered office for each of the partnerships for which it is a registered agent, and shall pay a fee as set forth in Section 15-1207 of this chapter. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the certificate under his or her hand and seal of office. A change of name of any person acting as a registered agent of a partnership as a result of a merger or consolidation of the registered agent, with or into another person which succeeds to its assets and liabilities by operation of law, shall be deemed a change of name for purposes of this section. Filing a certificate under this section shall be deemed to be an amendment of the statement of partnership existence, statement of qualification or statement of foreign qualification of each partnership affected thereby and each such partnership shall not be required to take any further action, with respect thereto, to amend its statement of partnership existence, statement of qualification or statement of foreign qualification under Section 15-105(d) of this chapter. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each partnership affected thereby.

(c) The registered agent of 1 or more partnerships may resign and appoint a successor registered agent by paying a fee as set forth in Section 15-1207 of this chapter and filing a certificate with the Secretary of State, stating the name and address of the successor registered agent. There shall be attached to such certificate a statement of each affected partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such partnerships as have ratified and approved such substitution and the successor registered agent’s address, as stated in such certificate, shall become the address of each such partnership’s registered office in the State of Delaware. The Secretary of State shall then issue a certificate that the successor registered agent has become the registered agent of the partnerships so ratifying and approving such change and setting out the names of such partnerships. Filing of such certificate of resignation shall be deemed to be an amendment of the statement of partnership existence, statement of qualification or statement of foreign qualification of each partnership affected thereby and each such partnership shall not be required to take any further action with respect thereto to amend its statement of partnership existence, statement of qualification or statement of foreign qualification under Section 15-105(d) of this chapter.

(d) The registered agent of one or more partnerships may resign without appointing a successor registered agent by paying a fee as set forth in Section 15-1207 of this chapter and filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall contain a statement that written notice of resignation was given to each affected partnership at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the partnership at its address last known to the registered agent and shall set forth the date of such notice. After receipt of the notice of the resignation of its registered agent, the partnership for which such registered agent was acting shall obtain and designate a new registered agent to take the place of the registered agent so resigning. If such partnership fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the statement of partnership existence, statement of qualification or statement of foreign qualification of such partnership shall be deemed to be canceled. After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against each partnership for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with Section 15-113 of this chapter."

Section 8. Amend § 15-306, Chapter 15, Title 6 of the Delaware Code by deleting subsection (d) thereof and by relettering existing subsection (e) thereof as subsection (d).

Section 9. Amend § 15-403, Chapter 15, Title 6 of the Delaware Code by adding at the end thereof a new subsection (f) reading as follows:

"(f) The rights of a partner to obtain information as provided in this section may be restricted in an original partnership agreement or in any subsequent amendment approved or adopted by all of the partners and in compliance with any applicable requirements of the partnership agreement."

Section 10. Amend § 15-407(d), Chapter 15, Title 6 of the Delaware Code by inserting ", consented to or approved" after the words "voted on" in the first sentence thereof, by deleting the "." at the end of the second sentence thereof and by further adding the following to the end of the second sentence thereof:

", and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in a partnership agreement, a consent transmitted by electronic transmission by a partner or by a person or persons authorized to act for a partner shall be deemed to be written and signed for purposes of this subsection (d). For purposes of this subsection (d), the term "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process."

Section 11. Amend § 15-408, Chapter 15, Title 6 of the Delaware Code by inserting at the end thereof the following additional sentence:

"Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in Section 15-207(b) of this chapter."

Section 12. Amend § 15-503(h), Chapter 15, Title 6 of the Delaware Code by deleting the words "The partnership agreement may provide that a" and by substituting in lieu thereof the word "A" and by deleting the words "and may also"and by substituting in lieu thereof ". A partnership agreement may".

Section 13. Amend § 15-901, Chapter 15, Title 6 of the Delaware Code by relettering existing subsection (j) as new subsection (k) and by adding a new subsection (j) as follows:

"(j) In connection with the conversion of any other entity to a domestic partnership, a person is admitted as a partner of the domestic partnership at the time provided in and upon compliance with the partnership agreement."

Section 14. Amend § 15-902(e), Chapter 15, Title 6 of the Delaware Code by deleting the following:

"If a certificate of merger or consolidation provides for a future effective date or time and if an agreement of merger or consolidation is amended to change the future effective date or time, or if an agreement of merger or consolidation permits a certificate of merger or consolidation to be amended to change the future effective date or time without an amendment to the agreement of merger or consolidation, or if an agreement of merger or consolidation is amended to change any other matter described in the certificate of merger or consolidation so as to make the certificate of merger or consolidation false in any material respect, as permitted by Section 15-902(b) of this chapter prior to the future effective date or time, the certificate of merger or consolidation shall be amended by the filing of a certificate of amendment of a certificate of merger or consolidation which shall identify the certificate of merger or consolidation and the agreement of merger or consolidation, if applicable, which has been amended and shall state that the agreement of merger or consolidation, if applicable, has been amended and shall set forth the amendment to the certificate of merger or consolidation. If a certificate of merger or consolidation provides for a future effective date or time and if an agreement of merger or consolidation is terminated as permitted by subsection (b) of this section prior to the future effective date or time, the certificate of merger or consolidation shall be terminated by the filing of a certificate of termination of a merger or consolidation which shall identify the certificate of merger or consolidation and the agreement of merger or consolidation which has been terminated and shall state that the agreement of merger or consolidation has been terminated."

Section 15. Amend § 15-902 by adding a new subsection (k) as follows:

"(k) Unless otherwise provided in an agreement of merger or consolidation, a person acquiring an economic interest in a surviving or resulting domestic partnership pursuant to a merger or consolidation approved in accordance with subsection (b) of this section is admitted as a partner of the surviving or resulting domestic partnership at the time provided in and upon compliance with the partnership agreement of the surviving or resulting domestic partnership."

Section 16. Amend § 15-904, Chapter 15, Title 6 of the Delaware Code by adding at the end thereof a new subsection (j) reading as follows:

"(j) In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a domestic partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, such domestic partnership or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another domestic partnership or other entity."

Section 17 Amend newly revised § 15-904, Chapter 15, Title 6 of the Delaware Code by adding at the end thereof a new subsection (k) reading as follows:

"(k) In connection with the domestication of a non-United States entity as a partnership in the State of Delaware, a person is admitted as a partner of the domestic partnership at the time provided in and upon compliance with the partnership agreement."

Section 18. Amend § 15-905, Chapter 15, Title 6 of the Delaware Code by adding at the end thereof a new subsection (f) reading as follows:

"(f) In connection with a transfer or domestication of a domestic partnership to or in another jurisdiction pursuant to subsection (a) of this section, rights or securities of, or interests in, such partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, the business form in which the partnership will exist in such other jurisdiction as a consequence of the transfer or domestication or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another business form."

Section 19. This Act shall become effective August 1, 2001.