SPONSOR:
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Rep.
Walker & Rep. M. Smith & Sen. Henry & Sen.
Townsend |
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Reps.
Brady, J. Johnson, Mitchell, Paradee, Potter, Smyk, Wilson; Sens.
Lavelle, McDowell, Simpson |
HOUSE OF REPRESENTATIVES 147th GENERAL ASSEMBLY |
HOUSE BILL NO. 123 |
AN ACT TO AMEND 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. |
Section 1. Amend § 15-504(d), Title 6 of the Delaware
Code by making insertions as shown by underlining as follows:
(d) The entry of a charging order is the exclusive remedy
by which a judgment creditor of a partner or of a partner's transferee may
satisfy a judgment out of the judgment debtor's economic interest in the
partnership and attachment, garnishment, foreclosure or other legal or
equitable remedies are not available to the judgment
creditor.
Section 2. Amend § 15-901(i), Title 6 of the Delaware
Code by making insertions as shown by underlining as follows:
(i) In connection with a conversion hereunder, rights or
securities of, or interests in, the other entity which is to be converted to a
domestic partnership may be exchanged for or converted into cash, property,
rights or securities of or interests in such domestic partnership or, in
addition to or in lieu thereof, may be exchanged for or converted into cash,
property, rights or securities of or interests in another domestic partnership
or other entity, may remain outstanding or may be
cancelled.
Section 3. Amend § 15-902(b), Title 6 of the Delaware
Code by making insertions as shown by underlining as follows:
(b) Pursuant to an agreement of merger or consolidation, 1
or more domestic partnerships may merge or consolidate with or into 1 or more
domestic partnerships or 1 or more other business entities formed or organized
under the laws of the State of Delaware or any other state or the United States
or any foreign country or other foreign jurisdiction, or any combination
thereof, with such domestic partnership or other business entity as the
agreement shall provide being the surviving or resulting domestic partnership or
other business entity. Unless
otherwise provided in the partnership agreement, an agreement of merger or
consolidation or a plan of merger shall be approved by each domestic partnership
which is to merge or consolidate by all of its partners.
In connection with a merger or consolidation hereunder, rights or
securities of, or interests in, a domestic partnership or other business entity
which is a constituent party to the merger or consolidation may be exchanged for
or converted into cash, property, rights or securities of, or interests in, the
surviving or resulting domestic partnership or other business entity or, in
addition to or in lieu thereof, may be exchanged for or converted into cash,
property, rights or securities of, or interests in a domestic partnership or
other business entity which is not the surviving or resulting domestic
partnership or other business entity in the merger or consolidation, may
remain outstanding or may be cancelled. Notwithstanding prior approval, an
agreement of merger or consolidation or a plan of merger may be terminated or
amended pursuant to a provision for such termination or amendment contained in
the agreement of merger or consolidation or plan of
merger.
Section 4. Amend § 15-903(d), Title 6 of the Delaware
Code by making insertions as shown by underlining as
follows:
(d) In connection with a conversion of a domestic
partnership to another entity or business form pursuant to this section, rights
or securities of or interests in the domestic partnership which is to be
converted may be exchanged for or converted into cash, property, rights or
securities of or interests in the entity or business form into which the
domestic partnership is being converted or, in addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or securities of
or interests in another entity or business form, may remain outstanding
or may be cancelled.
Section 5. Amend § 15-904(j), Title 6 of the Delaware
Code by making insertions as shown by underlining as follows:
(j) In connection with a domestication hereunder, rights
or securities of, or interests in, the non-United States entity that is to be
domesticated as a domestic partnership may be exchanged for or converted into
cash, property, rights or securities of, or interests in, such domestic
partnership or, in addition to or in lieu thereof, may be exchanged for or
converted into cash, property, rights or securities of, or interests in, another
domestic partnership or other entity, may remain outstanding or may be
cancelled.
Section 6. Amend § 15-905(f), Title 6 of the Delaware
Code by making insertions as shown by underlining as
follows:
(f) In connection with a transfer or domestication or
continuance of a domestic partnership to or in another jurisdiction pursuant to
subsection (a) of this section, rights or securities of, or interests in, such
partnership may be exchanged for or converted into cash, property, rights or
securities of, or interests in, the entity or business form in which the
partnership will exist in such other jurisdiction as a consequence of the
transfer or domestication or continuance or, in addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or securities of,
or interests in, another entity or business form, may remain outstanding
or may be cancelled.
Section 7. This Act shall become effective August 1, 2013.
SYNOPSIS
This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1. This section amends § 15-504(d) of the Act to confirm
that a charging order is the sole and exclusive remedy by which a
judgment creditor of a partner or a partner's transferee may satisfy a
judgment out of the judgment debtor's economic interest and that
attachment, garnishment, foreclosure or other legal or equitable remedies
are not available to the judgment creditor.
Sections 2, 4, 5 and 6.
Sections 2, 4, 5 and 6 amend the provisions of the Act relating to
domestication, transfer, continuance and conversion to confirm that in
connection with a domestication, transfer, continuance or conversion,
rights or securities of, or interests in, an entity that is domesticating
or converting to a partnership
and rights or securities of, or interests in, a partnership that
is transferring to or domesticating or continuing in another jurisdiction
or converting to a different type of entity or another jurisdiction may
remain outstanding in connection with such domestication, transfer,
continuance or conversion.
Section 3. This section amends the provisions of the Act relating
to mergers to confirm that rights or securities of, or interests in, a
constituent party that is the surviving entity in a merger may remain
outstanding in connection with the merger. Section 7. This section provides that the proposed amendments of the Act shall become effective August 1, 2013. |
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