SB 112 Summary

• Clarifies that certificates of division and amendments to certificates of division must be executed by general partners of the dividing or resulting partnerships in accordance with specified procedures.

• Permits revocation of termination of protected series and dissolution of registered series prior to completion of winding up or filing of cancellation certificates, with procedures for appointment of replacement general partners when needed.

• Allows filing of certificates of amendment to update the division contact name/address or plan of division location in certificates of division, with a 6-year deadline from the effective date of division.

• Clarifies that partnership agreements may be amended or adopted in connection with merger/consolidation only for the surviving or resulting partnership, and confirms subscription agreements for partnership interests may be irrevocable if stated in the subscription terms.

• Specifies $200 filing fee for certificates of amendment of certificate of division and permits Secretary of State to accept amendments for all resulting division partnerships if at least one remains in good standing; effective August 1, 2023.