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MONTH-IN-BRIEF (Apr 2019)

Corporate Law

Proposed Amendments to Delaware Alternative Entity Statutes

By Tarik J. Haskins

In April, the Corporation Law Section of the Delaware State Bar Association approved amendments to Delaware’s alternative entity statutes that, if approved by the Delaware legislature, will become effective August 1, 2019.  The amendments to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”) include a number of substantive changes that will be of interest to practitioners. The amendments to the DRULPA include, but are not limited to, the addition of provisions that: (i) create a new type of limited partnership series  called “registered series” that will be helpful in facilitating secured transactions, (ii) permit a limited partnership to divide into one or more newly formed limited partnerships, with the dividing limited partnership either continuing its existence or terminating as part of the division and (iii) authorize the creation of statutory public benefit limited partnerships that are similar to public benefit corporations organized under the Delaware General Corporation Law.  The relevant provisions related to registered series and division are similar to the amendments made to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”) in 2018.  In addition, amendments were made to the DRULPA and the DLLCA that confirm certain transactions and documents contemplated by the DRULPA and the DLLCA, as applicable, may be signed and delivered electronically.  The relevant provisions are based on Delaware’s Uniform Electronic Transactions Act and permit certain contracts and documents to be signed via DocuSign and similar electronic processes.

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