Delaware revised uniform limited partnership act

The following is a brief summary of some of the more significant proposed amendments that affect Delaware limited liability companies, delaware revised uniform limited partnership act, Delaware limited partnerships and Delaware general partnerships, including amendments i providing for certificates of amendment to a certificate of division, ii allowing for the revocation of the termination of a protected series, iii allowing for the revocation of the dissolution of a registered series, and iv clarifying that subscriptions for interests may be irrevocable.

A limited partnership may become a limited liability limited partnership as permitted by the limited partnership's partnership agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a limited liability limited partnership, with the approval i by all general partners, and ii by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners. To be formed or to become, and to continue as, a limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:. The status as a limited liability limited partnership remains effective, regardless of changes in the limited partnership, until the statement of qualification is canceled or revoked. The status of a limited partnership as a limited liability limited partnership and the liability of a partner of such limited liability limited partnership shall not be adversely affected if the number of general partners stated in a statement of qualification or an annual report is erroneously stated provided that the statement of qualification or the annual report was filed in good faith. The application must state:.

Delaware revised uniform limited partnership act

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Irrevocable Subscription Agreements The proposed amendments add delaware revised uniform limited partnership act new section to each of the LLC and Partnership Acts that allows a subscription for a limited liability company or partnership interest, whether submitted in writing, delaware revised uniform limited partnership act, by an electronic transmission, or by other means permitted by applicable law, to be irrevocable if such subscription clearly states that it is irrevocable. Limited partnerships as limited liability limited partnerships. Revocation of Dissolution of a Registered Series The proposed amendments add a new subsection to the LP Act and the LLC Act to create a mechanism for revoking the dissolution of a registered series, similar to the existing provisions of the LP Act and the LLC Act allowing for the revocation of dissolution of a limited partnership or limited liability company.

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The following is a brief summary of some of the more significant amendments that affect Delaware limited liability companies Delaware LLCs , Delaware limited partnerships Delaware LPs and Delaware general partnerships Delaware GPs , including amendments i confirming that no statutory appraisal rights are available for Delaware LLCs, LPs or GPs, ii providing flexibility in connection with the admission of a member to a Delaware LLC or a limited partner to a Delaware LP, iii allowing additional information to be included in a certificate of division, iv addressing the execution of documents and electronic recordkeeping, v clarifying matters relating to registered series of a Delaware LLC or LP, and vi identifying the types of foreign entities that may serve as a Delaware registered agent. The LLC and Partnership Acts permit a Delaware LLC, LP and GP to provide for contractual appraisal rights with respect to a limited liability company interest or partnership interest or other interest , as applicable, in a limited liability company agreement, a partnership agreement, an agreement of merger or consolidation, a plan of merger or a plan of division, as applicable. The LLC and Partnership Acts have been amended to confirm that appraisal rights are not available unless otherwise expressly contractually provided for in a limited liability company agreement, a partnership agreement, an agreement of merger or consolidation, a plan of merger or a plan of division, as applicable. These amendments de-emphasize technical recordkeeping requirements in connection with the admission of a member to a Delaware LLC or a limited partner to a Delaware LP. Instead, the amendments clarify and re-emphasize the foundational policy of both the LLC and the LP Acts to give maximum effect to the principle of freedom of contract and enforce the terms of limited liability company agreements and partnership agreements including terms addressing the admission of members to Delaware LLCs and limited partners of Delaware LPs.

Delaware revised uniform limited partnership act

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Delaware:. The Secretary of State shall establish and may from time to time amend a schedule of specific fees payable pursuant to this subsection. The funds shall be deposited in a financial institution which is a legal depository of State of Delaware moneys to the credit of the Secretary of State and shall be disbursable on order of the Secretary of State. All provisions of this chapter may be altered from time to time or repealed and all rights of partners are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited partnerships and partners whether or not existing as such at the time of the enactment of any such amendment. The annual tax for a registered series shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of a certificate of registered series. The annual tax for a foreign limited partnership shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of the certificate of registration.

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Check All Clear All. The dissolution of a registered series may not be revoked if the partnership or limited liability company has dissolved and the dissolution of such entity has not been revoked. To be formed or to become, and to continue as, a limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:. A certificate of amendment must be filed if, during the six years following the filing of the certificate of division, it is determined that such information was false at the time of the filing or the information changes. The following is a brief summary of some of the more significant proposed amendments that affect Delaware limited liability companies, Delaware limited partnerships and Delaware general partnerships, including amendments i providing for certificates of amendment to a certificate of division, ii allowing for the revocation of the termination of a protected series, iii allowing for the revocation of the dissolution of a registered series, and iv clarifying that subscriptions for interests may be irrevocable. If enacted, all of the proposed amendments will become effective on August 1, Revocation of the Termination of a Protected Series The proposed amendments add a new subsection to each of the LP Act and the LLC Act that provides for the revocation of termination of a protected series, similar to the existing provisions of the LP Act and the LLC Act allowing for the revocation of dissolution of a limited partnership or limited liability company. Marketing Solutions. The status of a limited partnership as a limited liability limited partnership and the liability of a partner of such limited liability limited partnership shall not be adversely affected if the number of general partners stated in a statement of qualification or an annual report is erroneously stated provided that the statement of qualification or the annual report was filed in good faith. Get free summaries of new opinions delivered to your inbox!

Despite the name of Delaware appearing in name, the original act of was adopted by almost every state except Louisiana, and 37 states have adopted all of the revisions. In , all the amendments were combined into the Act itself. The most important parts of the act cover laws relating to how Limited Partnership LP corporations are formed.

Law Students. Limited partnerships as limited liability limited partnerships. Read Senate Bill No. The termination of a protected series may not be revoked if the partnership or limited liability company, as applicable, has dissolved and the dissolution of such entity has not been revoked. Irrevocable Subscription Agreements The proposed amendments add a new section to each of the LLC and Partnership Acts that allows a subscription for a limited liability company or partnership interest, whether submitted in writing, by an electronic transmission, or by other means permitted by applicable law, to be irrevocable if such subscription clearly states that it is irrevocable. The proposed amendments add a new section to each of the LLC and Partnership Acts that allows a subscription for a limited liability company or partnership interest, whether submitted in writing, by an electronic transmission, or by other means permitted by applicable law, to be irrevocable if such subscription clearly states that it is irrevocable. Attorney Advertising Disclaimer Privacy Policy. Check All Clear All. Marketing Solutions. If enacted, all of the proposed amendments will become effective on August 1, US Federal Law. Toggle button Get free summaries of new opinions delivered to your inbox!