(More) New Legislation relating to the Delaware Code

In follow up to last weeks post regarding recent changes to the Delaware General Corporation Law and Delaware Limited Liability Company Act; here are some additional changes to the Delaware Code:

Click on the bill to view or print a PDF version:

• House Bill 415
(an act to amend Chapter 17, 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)
Status: Signed by Governor on 7/10/06

Notable changes regarding Delaware Registered Agents that are to take effect January 1st, 2007

– Sections 3 and 4. These Sections amend § 17-104 of the Act to expand the types of entities that may serve as registered agents; prescribe the duties of a registered agent; require that persons or entities serving as registered agent for more than fifty entities (a “Commercial Registered Agent”) be generally open during normal business hours and have a natural person present to operate such office and communicate with the Secretary of State on request; require Delaware limited partnerships to provide registered agents with a designated natural person to receive communications from the registered agent and require the registered agent to maintain in its records the identity of such persons; authorize the Secretary of State to issue regulations to enforce these provisions; authorize the Secretary of State to bring a lawsuit in the Court of Chancery to enjoin any person or entity from acting as a registered agent, or as an officer, or director or managing agent of a registered agent, any person or entity who fails to comply with the statutory requirements, who has been convicted of a felony or any crime involving dishonesty, fraud or moral turpitude, or who has used the office of registered agent in a manner intended to defraud the public; provide that the certificate of limited partnership or registration of a domestic or foreign limited partnership will be cancelled if it fails, within a prescribed period, to obtain and designate a new registered agent if the Court of Chancery enjoins any person or entity from acting as a registered agent for such limited partnership; and authorize the Secretary of State to make a list of registered agents available to the public.

Notable changes regarding formation of limited liability limited partnerships that are to take effect August 1st, 2006
Sections 7-8. These Sections amend § 17-214 of the Act to confirm that a limited partnership may be formed from its inception as a limited liability limited partnership.

Notable changes regarding meetings of limited partners that are to take effect August 1st, 2006

Section 40. This Section amends § 17-302(e) of the Act to clarify that meetings of limited partners of a Delaware limited partnership may be held by conference telephone or similar communications equipment unless otherwise provided in a partnership agreement.

Notable changes regarding meetings of general partners that are to take effect August 1st, 2006

Section 41. This Section amends § 17-405(d) of the Act to clarify that meetings of general partners of a Delaware limited partnership may be held by conference telephone or similar communications equipment unless otherwise provided in a partnership agreement.

• House Bill 424
(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)
Status: Signed by Governor on 7/10/06

Notable changes regarding Delaware Registered Agents that are to take effect January 1st, 2007

– Sections 3 and 5. These Sections amend § 15-111 of the Act to expand the types of entities that may serve as registered agents; prescribe the duties of a registered agent; require that persons or entities serving as registered agent for more than fifty entities (a “Commercial Registered Agent”) be generally open during normal business hours and have a natural person present to operate such office and communicate with the Secretary of State on request; require Delaware partnerships to provide registered agents with a designated natural person to receive communications from the registered agent and require the registered agent to maintain in its records the identity of such persons; authorize the Secretary of State to issue regulations to enforce these provisions; authorize the Secretary of State to bring a lawsuit in the Court of Chancery to enjoin any person or entity from acting as a registered agent, or as an officer, or director or managing agent of a registered agent, any person or entity who fails to comply with the statutory requirements, who has been convicted of a felony or any crime involving dishonesty, fraud or moral turpitude, or who has used the office of registered agent in a manner intended to defraud the public; provide that the statement of partnership existence and statement of qualification (in each case as applicable) or statement of foreign qualification will be cancelled if it fails, within a prescribed period, to obtain and designate a new registered agent if the Court of Chancery enjoins any person or entity from acting as a registered agent for such partnership; and authorize the Secretary of State to make a list of registered agents available to the public.

Notable changes regarding meetings of partners that are to take effect August 1st, 2006

Section 6. This Section amends § 15-407(d) of the Act to clarify that meetings of partners of a Delaware partnership may be held by conference telephone or similar communications equipment unless otherwise provided in a partnership agreement.

NOTE: THE FOLLOWING SUMMARY OF 2006 LEGISLATION AFFECTING DELAWARE BUSINESS ENTITY LAWS IS NEITHER AUTHORITATIVE NOR ALL-INCLUSIVE. THIS SUMMARY DOES NOT REPRESENT OFFICIAL POLICY OF THE STATE OF DELAWARE AND HAS BEEN PREPARED ONLY FOR GENERAL INFORMATION PURPOSES AND NOT FOR LEGAL ADVICE.

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