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 limited partnerships and Delaware general partnerships, including amendments i providing for certificates of amendment to delaware revised uniform limited partnership act 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:. A reinstatement under this subsection k relates back to and takes effect as of the effective date of the cancellation, and the limited partnership's status as a limited liability limited partnership continues as if the cancellation had never occurred. Get free summaries of new opinions delivered to your inbox!

Delaware revised uniform limited partnership act

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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 delaware revised uniform limited partnership act 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. Toggle button Get free summaries of new opinions delivered to your inbox! Justia Legal Resources.

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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. The act also regulates the relationship among the partners, as well as how each partner may take distributions and withdrawals from the business and the dissolution of the relationship when one or more partners leaves the corporation. Mergers, conversions, and protections for the partners and partnership are all detailed within the act. Specific legal issues often arising in large Limited Partnership organizations are addressed within the act also. ULPA states that a partnership, as a separate legal entity, may be involved in legal action under its own name. As such, civil cases will be based around the assets of the partnership itself rather than of any individual partners. Furthermore, no specific property or interest can be claimed by an individual partner. For example, if the partnership owns a company car, no individual partner can claim the rights to the car even if he or she is the one most often using it.

Delaware revised uniform limited partnership act

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.

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Find a Lawyer. 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. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Certificate of Amendment to a Certificate of Division The LP Act and the LLC Act provide that when a Delaware limited partnership or a Delaware limited liability company divides into two or more Delaware limited partnerships or Delaware limited liability companies, respectively, the dividing entity must file a certificate of division containing certain information with the office of the Secretary of State. The proposed amendments permit or require the filing of a certificate of amendment to a certificate of division if the name or business address of the division contact or the business address where the plan of division is on file was false when the filing was made or such information changes. Once assembled, you can create a PDF of your eBriefcase. 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. The LP Act and the LLC Act provide that when a Delaware limited partnership or a Delaware limited liability company divides into two or more Delaware limited partnerships or Delaware limited liability companies, respectively, the dividing entity must file a certificate of division containing certain information with the office of the Secretary of State. If you are interested in receiving these publications, please subscribe below. 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. Law Students.

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.

Subscribe Notice: JavaScript is required for this content. 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 application must state:. Go to previous versions of this Section you are here Other previous versions. Find a Lawyer. 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. Enter Your Email. 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. Disclaimer: These codes may not be the most recent version. Delaware may have more current or accurate information. The LP Act and the LLC Act provide that when a Delaware limited partnership or a Delaware limited liability company divides into two or more Delaware limited partnerships or Delaware limited liability companies, respectively, the dividing entity must file a certificate of division containing certain information with the office of the Secretary of State. Check All Clear All. Once assembled, you can create a PDF of your eBriefcase. 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:.