Synopsis
This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (“LP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments to the LP Act. Section 1 amends § 17-104(e) of the LP Act, which addresses certain duties of a registered agent of a limited partnership. Amended § 17-104(e) specifies that a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. Amended § 17-104(e) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication. Section 2 amends § 17-106(e) of the LP Act to provide that § 17-106(e) applies to ratification or waiver of a void or voidable act or transaction by any partner or other person in respect of a limited partnership, in addition to acts or transactions by a limited partnership. This Section also amends § 17-106(e) to provide that ratification or waiver pursuant to § 17-106(e) may be express or implied, including by the statements, action, inaction, or acquiescence of or by partners or other persons. Further, this Section amends § 17-106(e) to clarify that in a circumstance in which § 17-106(e) requires notice of the ratification or waiver to be given, the giving of the notice is not a condition to the effectiveness of the ratification or waiver. The amendments to § 17-106(e) in this Section are intended to provide rules different from the rules applied in existing case law that § 18-106(e) of the Delaware Limited Liability Company Act, which is the same in all material respects as § 17-106(e), is limited to ratification or waiver of a limited liability company’s own acts and transactions and that § 18-106(e) of the Delaware Limited Liability Company Act does not apply to ratification or waiver by conduct. Section 3 amends § 17-109(a) of the LP Act to provide that serving as a general partner of a limited partnership or as a liquidating trustee of a dissolved limited partnership is sufficient (without any requirement for execution by such person of the certificate of limited partnership) to (i) constitute such person’s consent to the appointment of the registered agent of the limited partnership (or, if there is none, the Secretary of State) as such person’s agent upon whom service of process may be made, and (ii) signify the consent of such general partner or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon such general partner or liquidating trustee within the State of Delaware. Section 4 amends § 17-202(f) of the LP Act to provide that at any time a person who is not shown as a general partner on the certificate of limited partnership of a dissolved limited partnership is winding up the limited partnership’s affairs, the certificate of limited partnership shall be amended to add the name and business, residence or mailing address of each liquidating trustee unless the limited partners are the liquidating trustees, in which case the certificate of limited partnership shall be amended to state that the limited partners are winding up the limited partnership’s affairs. This Section also amends § 17-202 of the LP Act to add a new § 17-202(g) to provide that at any time a person who is not shown as a general partner associated with a registered series on the certificate of registered series of a dissolved registered series is winding up the registered series’ affairs, the certificate of registered series shall be amended to add the name and business, residence or mailing address of each liquidating trustee of the registered series unless the limited partners associated with the registered series are the liquidating trustees, in which case the certificate of registered series shall be amended to state that th