CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Delaware Enacts LP and Partnership Amendments

By: John Morrissey, COGENCY GLOBAL INC. on Wed, Jul 25, 2018

Section symbol legislation DE Amendments - Fotolia_178948729_SOn July 23rd, 2018, Delaware Governor John Carney signed Senate Bill Number 182 into law, amending the Delaware Revised Uniform Limited Partnership Act (Delaware Code, Title 6, Chapter 17, §17-101 to §17-1111). The amendatory legislation goes into effect for some provisions on August 1, 2018, and for others on August 1, 2019.

Let’s take a look at some of the significant changes that come with this amendment, and when they go into effect.

Use of Electronic Networks or Databases

Effective August 1st, 2018, §17-104(g) concerning registered agents, as well as §17-302(e) and §17-405(d) regarding voting and classes, are amended to recognize the use and/or participation in electronic networks or databases (including those that are distributed) within the term of “electronic transmission” for communications, provided records can be directly reproduced in paper form by a recipient through an automated process.

Section 17-305(c) now allows a limited partnership (LP) to maintain its records by means other than a written form, including any information storage device, method, or electronic networks and/or databases (including those that are distributed), if those records can be converted into written form within a reasonable timeframe.

Corrected Certificates

Effective August 1st, 2018, in lieu of filing a Certificate of Correction, §17-213 permits corrections to certificates by filing a corrected certificate with the Secretary of State, which shall be executed and filed as if the corrected certificate were the certificate being corrected. The Certificate of Correction fee payable to the Secretary of State in the amount of $200, as prescribed by §17-1107, still applies.

Name Distinguishability Criteria for Both LPs and Partnerships

Effective August 1st, 2019, §17-102(3) will include the name of a registered series of a limited liability company as a name from which the name of a limited partnership is to be distinguished in the records of the office of the Secretary of State.

Also note that Senate Bill Number 181, signed into law on July 23rd, 2018, amends the Delaware Revised Uniform Partnership Act (Delaware Code Title 6, Chapter 15, §§15-101 to 15-1210) with a similar provision. Section 15-108(c) is amended to include the name of a registered series limited liability company as a name from which the name of a partnership is to be distinguished in the records of the office of the Secretary of State.

For more details, review the full text of Senate Bill 182 (Limited Partnership amendments) and Senate Bill 181 (Partnerships).

Additional Delaware Updates

See also the following Delaware amendments enacted on July 23rd, 2018:

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Delaware Corporate, UCC and Compliance