Delaware Senate Bill SB112

Delaware 2023-2024 Regular Session

• Introduced: 5/4/23
• Engrossed: 5/16/23
• Refer: 5/4/23
• Refer: 5/17/23
• Refer: 5/18/23
• Enrolled: 6/27/23
• Passed: 7/17/23

Caption

An Act To Amend Title 6 Of The Delaware Code Relating To The Creation, Regulation, Operation, And Dissolution Of Domestic Limited Partnerships And The Registration And Regulation Of Foreign Limited Partnerships.

Impact

The bill introduces several crucial amendments to the LP Act, including provisions related to the execution of certificates for registered series and clarifications surrounding the roles and requirements of general partners. It specifically addresses the need for a general partner associated with protected or registered series, thereby bolstering the governance framework of partnerships. The improvements include stipulations on the revocation of a series' termination and conditions for filing amendments, which collectively aim to simplify and streamline processes for businesses operating as limited partnerships in Delaware.

Summary

Senate Bill 112 aims to amend the Delaware Revised Uniform Limited Partnership Act (LP Act) by updating various sections to clarify existing regulations and enhance the structure of how partnerships operate within the state. This legislation is significant as it seeks to ensure Delaware maintains its position as a leading jurisdiction for business formation and operation by addressing areas that could impede clarity or functionality for limited partnerships. It revises the requirements for executing various certificates related to limited partnerships and introduces stipulations on how amendments should be filed with the Secretary of State.

Sentiment

Overall, the sentiment expressed during discussions of SB112 was positive, particularly among lawmakers and business advocates who view the updates as imperative to bolstering Delaware's business-friendly reputation. Supporters emphasized that these amendments would reduce bureaucratic delays and foster a more efficient partnership landscape. However, there appears to be a cautious note regarding the potential for increased complexity in compliance as partnerships navigate the new requirements, prompting a mixed response among some stakeholders.

Contention

While the bill enjoys broad support, there are notable points of contention around the interpreted impacts of these regulations on smaller entities. Concerns were raised about whether the clarified requirements for general partners could unintentionally disadvantage smaller partnerships or those ones with more informal structures. Stakeholders representing smaller businesses have called for additional considerations or exemptions to facilitate their operations without facing undue regulatory burdens.