AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT.

This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “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 of this Act amends § 17-101(1) of the LP Act to add a definition of “certificate of registered series,” which is used in multiple provisions in the LP Act. Section 2 of this Act amends § 17-202 of the LP Act to allow a limited amendment of a certificate of limited partnership to be made by a person who has ceased to be a general partner of the limited partnership but is shown on the certificate of limited partnership as a general partner. The certificate of amendment shall state only (i) the name of the limited partnership, and (ii) that the person has ceased to be a general partner of the limited partnership. Because the amendment has the effect of amending the information required to be set forth in a certificate of limited partnership by § 17-201(a)(3) of the LP Act, it also constitutes notice, pursuant to § 17-208 of the LP Act, that the person has ceased to be a general partner. This Section also amends § 17-202(c)(2) of the LP Act to clarify that, unless a certificate of amendment has already been filed pursuant to new § 17-202(d) of the LP Act, § 17-202(c)(2) applies any time a person has ceased to be a general partner of a limited partnership and not just upon a withdrawal of a general partner. Section 3 of this Act amends § 17-204(a)(2) of the LP Act, which addresses execution of certificates of amendment and certificates of correction. Because Section 2 of this Act amends § 17-202 of the LP Act to allow a former general partner to file a certificate of amendment of a certificate of limited partnership in certain circumstances, this Section amends § 17-204(a)(2) of the LP Act to clarify that the former general partner must execute a certificate of amendment authorized by