Spiros Mantzavinos

This Act continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (“GP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments to the GP Act.

Section 1 amends § 15-111(e) of the GP Act, which addresses certain duties of a registered agent of a partnership. Amended § 15-111(e) specifies that a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. Amended § 15-111(e) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication.

Section 2 amends § 15-118(a) of the GP Act, which provides for the correction of statements and certificates filed with the Secretary of State. The amendment confirms that, in addition to correcting a previously filed statement or certificate, a statement or certificate of correction may nullify a previously filed statement or certificate by specifying the inaccuracy or defect with respect to such previously filed statement or certificate and providing that the previously filed statement or certificate is nullified. Such a provision is sufficient if it states that the previously filed statement or certificate is nullified or void or uses words of similar meaning.

Section 3 amends § 15-202(g) of the GP Act to provide that § 15-202(g) applies to ratification or waiver of a void or voidable act or transaction by any partner or other person in respect of a partnership, in addition to acts or transactions by a partnership. This Section also amends § 15-202(g) to provide that ratification or waiver pursuant to § 15-202(g) may be express or implied, including by the statements, action, inaction, or acquiescence of or by partners or other persons. Further, this Section amends § 15-202(g) to clarify that in a circumstance in which § 15-202(g) requires notice of the ratification or waiver to be given, the giving of the notice is not a condition to the effectiveness of the ratification or waiver. The amendments to § 15-202(g) in this Section are intended to provide rules different from the rules applied in existing case law that § 18-106(e) of the Delaware Limited Liability Company Act, which is the same in all material respects as § 15-202(g), is limited to ratification or waiver of a limited liability company’s own acts and transactions and that § 18-106(e) of the Delaware Limited Liability Company Act does not apply to ratification or waiver by conduct.

Section 4 amends § 15-902(c) of the GP Act to provide that a statement of partnership existence must be attached to a certificate of consolidation for a consolidation in which the resulting entity from such consolidation is a domestic partnership.

Section 5 amends § 15-1102(a) of the GP Act to require that a statement of foreign qualification of a foreign limited liability partnership include the state, territory, possession or other jurisdiction or country where the foreign limited liability partnership was formed, the date of its formation and a statement from a partner that, as of the date of filing, the foreign limited liability partnership validly exists as a limited liability partnership under the laws of the jurisdiction of its formation. This Section also amends § 15-1102(a) to clarify that the number of partners required to be stated in a statement of foreign qualification is the number of partners of the foreign limited liability partnership at the time of the effectiveness of the statement of foreign qualification.

Section 6 amends § 15-1208(b) of the GP Act to confirm that if a statement of partnership existence will be cancelled pursuant to the filing of a statement or certificate under the GP Act, the full amount of the annual tax for the calendar year in which the statement or certificate becomes effective is due and payable before the filing of such statement or certificate.

Section 7 provides that the amendments to the GP Act take effect on August 1, 2025.