Delaware General Assembly Takes Early Action on Legislation
Affecting Delaware Business Entities
In an unusually early flurry of activity on legislation affecting
Delaware business entities, House Bills 372, 373 and 374 were introduced,
passed and signed by Governor in January 2002. Each of these bills became
effective February 1, 2002.
House Bill 372 amended Section 18-1101 of the Delaware Limited Liability
Company Act to confirm the principle of freedom of contract that exists regarding
the ability to restrict assignments of interests in a limited liability company.
House Bill 373 amended Section 17-1101 of the Delaware Revised Uniform Limited
Partnership Act (DRULPA) to confirm the principle of freedom of contract that
exists regarding the ability to restrict assignments of interests in a limited
partnership. Additionally, this House Bill also clarified several matters
regarding registered limited liability partnerships by amending Section 17-214.
Specifically, limited partnerships that had the status of a registered limited
liability partnership on December 31, 1999 shall have the status of a limited
liability partnership as of January 1, 2000 under DRULPA. Also, to the extent
the limited partnership had not filed a Statement of Qualification pursuant
to Section 15-1001 of DRULPA, the latest application or renewal application
filed by such limited partnership under the predecessor law shall be considered
a Statement of Qualification under Section 15-1001 of DRULPA.
House Bill 374 amended Section 15-104 of the Delaware Revised Uniform Partnership
Act (DRUPA) to confirm the principle of freedom of contract that exists regarding
the ability to restrict assignments of interests in a domestic partnership.
Additionally, this House Bill further clarified several matters regarding
registered limited liability partnerships by amending Sections 15-1001 and
15-1003. Specifically, limited partnerships that had the status of a registered
limited liability partnership on December 31, 2001 shall have the status of
a limited liability partnership as of January 1, 2002 under DRUPA. Also, to
the extent the partnership had not filed a Statement of Qualification pursuant
to Section 15-1001 of DRUPA, the latest application or renewal application
filed by such partnership under the predecessor law shall be considered a
Statement of Qualification under Section 15-1001 of DRUPA. Finally, Section
15-1003 (b) was completely replaced to clarify that an annual report must
be filed by the fisrt day of June of each year following the calendar year
in which a Statement of Qualification was filed by a partnership becomes effective
or a foreign partnership becomes authorized to transact business in the State
of Delaware.
To view the text of these changes, please go to:http://www.legis.state.de.us.
These changes will also be reflected in CSC's 2002 Spring Edition of Delaware
Laws Affecting Business Entities. To order your copy in advance, please
call CSC at 1.800.927.9800.
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