TITLE 6


Commerce and Trade


SUBTITLE II


Other Laws Relating to Commerce and Trade


CHAPTER 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT


Subchapter IX. Conversion; Merger; Domestication; and Transfer


§ 15-901. Conversion of certain entities to a domestic partnership.


(a) As used in this section and in § 15-105 of this title, the term "other entity" means a corporation, a statutory trust,
a business trust, an association, a real estate investment trust, a commonlaw trust or any other unincorporated business or
entity, including a limited partnership (including a limited liability limited partnership), a foreign partnership or a limited
liability company.


(b) Any other entity may convert to a domestic partnership (including a limited liability partnership) by complying with subsection
(h) of this section and filing with the Secretary of State in accordance with § 15-105 of this chapter:


(1) A certificate of conversion to partnership that has been executed in accordance with § 15-105 of this chapter;


(2) A statement of partnership existence that complies with § 15-303 of this chapter and has been executed in accordance with
§ 15-105 of this chapter; and


(3) In the case of a conversion to a limited liability partnership, a statement of qualification in accordance with subsection
(c) of § 15-1001 of this title.


(c) The certificate of conversion to partnership shall state:


(1) The date on which and jurisdiction where the other entity was first created, formed or otherwise came into being and,
if it has changed, its jurisdiction immediately prior to its conversion to a domestic partnership;


(2) The name of the other entity immediately prior to the filing of the certificate of conversion to partnership;


(3) The name of the partnership as set forth in its statement of partnership existence filed in accordance with subsection
(b) of this section;


(4) The future effective date or time (which shall be a date or time certain) of the conversion to a partnership if it is
not to be effective upon the filing of the certificate of conversion to partnership and the statement of partnership existence;
and


(5) In the case of a conversion to a limited liability partnership, that the partnership agreement of the partnership states
that the partnership shall be a limited liability partnership.


(d) Upon the filing with the Secretary of State of the certificate of conversion to partnership, the statement of partnership
existence and the statement of qualification (if applicable), or upon the future effective date or time of the certificate
of conversion to partnership, the statement of partnership existence and the statement of qualification (if applicable), the
other entity shall be converted into a domestic partnership (including a limited liability partnership, if applicable) and
the partnership shall thereafter be subject to all of the provisions of this chapter, except that the existence of the partnership
shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other
entity was first created, formed, incorporated or otherwise came into being.


(e) The conversion of any other entity into a domestic partnership (including a limited liability partnership) shall not be
deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic partnership,
or the personal liability of any person incurred prior to such conversion.


(f) When any conversion shall have become effective under this section, for all purposes of the laws of the State of Delaware,
all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal and mixed,
and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall
remain vested in the domestic partnership to which such other entity has converted and shall be the property of such domestic
partnership, and the title to any real property vested by deed or otherwise in such other entity shall not revert or be in
any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other entity
shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached
to the domestic partnership to which such other entity has converted, and may be enforced against it to the same extent as
if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic partnership.
The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties
of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic partnership
to which such other entity has converted for any purpose of the laws of the State of Delaware.


(g) Unless otherwise agreed, for all purposes of the laws of the State of Delaware, the converting other entity shall not
be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed
to constitute a dissolution of such other entity. When another entity has been converted to a domestic partnership pursuant
to this section, for all purposes of the laws of the State of Delaware, the domestic partnership shall be deemed to be the
same entity as the converting other entity and the conversion shall constitute a continuation of the existence of the converting
other entity in the form of a domestic partnership.


(h) Prior to filing a certificate of conversion to partnership with the Secretary of State, the conversion shall be approved
in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal
affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and a partnership agreement
shall be approved by the same authorization required to approve the conversion; provided, that in the event the continuing
domestic partnership is not a limited liability partnership, such approval shall include the approval of any person who, at
the effective date or time of the conversion, shall be a partner of the partnership.


(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 or may be cancelled.


(j) In connection with the conversion of any other entity to a domestic partnership (including a limited liability partnership),
a person is admitted as a partner of the partnership as provided in the partnership agreement. For the purpose of subsection
(b) of § 15-306 of this title, a person who, at the effective time or date of the conversion of any other entity to a domestic
partnership (including a limited liability partnership), is a partner of the partnership, shall be deemed admitted as a partner
of the partnership at the effective date or time of such conversion.


(k) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or
the domicile of, another entity to the State of Delaware by any other means provided for in a document, instrument, agreement
or other writing, including by the amendment of any such document, instrument, agreement or other writing, or by applicable
law.


72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, §§ 25-27; 73 Del. Laws, c. 85, § 13; 73 Del. Laws, c. 329, § 14; 74 Del. Laws, c. 103, § 9; 74 Del. Laws, c. 266, § 7; 75 Del. Laws, c. 50, §§ 12-21; 75 Del. Laws, c. 416, §§ 7, 8; 76 Del. Laws, c. 106, § 11; 77 Del. Laws, c. 59, § 10.;


§ 15-902. Merger or consolidation.


(a) As used in this section and in § 15-105 of this title, "other business entity" means a corporation, a statutory trust,
a business trust, an association, a real estate investment trust, a common-law trust, or an unincorporated business or entity,
including a limited liability company, a limited partnership (including a limited liability limited partnership) and a foreign
partnership, but excluding a domestic partnership. As used in this section and in § 15-120 of this title, "plan of merger"
means a writing approved by a domestic partnership, in the form of resolutions or otherwise, that states the terms and conditions
of a merger under subsection (m) of this section.


(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 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.


(c) Except in the case of a merger under subsection (m) of this section, if a domestic partnership is merging or consolidating
under this section, (i) if the domestic partnership has not filed a statement of partnership existence, then the domestic
partnership shall file a statement of partnership existence and (ii) the domestic partnership or other business entity surviving
or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by at least
1 partner or by 1 or more authorized persons on behalf of the domestic partnership when it is the surviving or resulting entity
with the Secretary of State. The certificate of merger or consolidation shall state:


(1) The name and jurisdiction of formation or organization of each of the domestic partnerships and other business entities
which is to merge or consolidate;


(2) That an agreement of merger or consolidation has been approved and executed by each of the domestic partnerships and other
business entities which is to merge or consolidate;


(3) The name of the surviving or resulting domestic partnership or other business entity;


(4) In the case of a merger in which a domestic partnership is the surviving entity, such amendments, if any, to the statement
of partnership existence of the surviving domestic partnership (and in the case of a surviving domestic partnership that is
a limited liability partnership, to the statement of qualification of such surviving domestic partnership) to change its name,
registered office or registered agent as are desired to be effected by the merger;


(5) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not
to be effective upon the filing of the certificate of merger or consolidation;


(6) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic
partnership or other business entity, and shall state the address thereof;


(7) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic partnership
or other business entity, on request and without cost, to any partner of any domestic partnership or any person holding an
interest in any other business entity which is to merge or consolidate; and


(8) If the surviving or resulting entity is not formed, organized or created under the laws of the State of Delaware, a statement
that such surviving or resulting entity agrees that it may be served with process in the State of Delaware in any action,
suit or proceeding for the enforcement of any obligation of any domestic partnership which is to merge or consolidate, irrevocably
appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying
the address to which a copy of such process shall be mailed to it by the Secretary of State. In the event of service hereunder
upon the Secretary of State, the procedures set forth in Section 15-113(b) of this chapter shall be applicable, except that
the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in the
certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to
furnish, together with copies of each process as required by the Secretary of State, and the Secretary of State shall notify
such surviving or resulting entity at all such addresses furnished by the plaintiff in accordance with the procedures set
forth in Section 15-113(b) of this chapter.


(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which occurred
prior to the effective date of this chapter shall not affect the validity or effectiveness of any such merger or consolidation.


(e) Unless a future effective date or time is provided in a certificate of merger or consolidation, or in the case of a merger
under subsection (m) of this section in a certificate of ownership and merger, in which event a merger or consolidation shall
be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing with
the Secretary of State of a certificate of merger or consolidation or a certificate of ownership and merger.


(f) A certificate of merger or consolidation or a certificate of ownership and merger shall act as a certificate of cancellation
of the statement of partnership existence for a domestic partnership which is not the surviving or resulting entity in the
merger or consolidation. A certificate of merger that sets forth any amendment in accordance with subsection (c)(4) of this
section shall be deemed to be an amendment to the statement of partnership existence (and if applicable to the statement of
qualification) of the domestic partnership, and the domestic partnership shall not be required to take any further action
to amend its statement of partnership existence (or if applicable its statement of qualification) under § 15-105 of this title
with respect to such amendments set forth in the certificate of merger. Whenever this section requires the filing of a certificate
of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation
containing the information required by this section to be set forth in the certificate of merger or consolidation.


(g) An agreement of merger or consolidation or a plan of merger approved in accordance with subsection (b) of this section
may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement for a
domestic partnership if it is the surviving or resulting partnership in the merger or consolidation. Any amendment to a partnership
agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective
time or date of the merger or consolidation and shall be effective notwithstanding any provision of the partnership agreement
relating to amendment or adoption of a new partnership agreement, other than a provision that by its terms applies to an amendment
to the partnership agreement or the adoption of a new partnership agreement, in either case, in connection with a merger or
consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any
of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise
permitted by law, including that the partnership agreement of any constituent domestic partnership to the merger or consolidation
(including a domestic partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership
agreement of the surviving or resulting domestic partnership.


(h) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the State
of Delaware, all of the rights, privileges and powers of each of the domestic partnerships and other business entities that
have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said domestic partnerships
and other business entities, as well as all other things and causes of action belonging to each of such domestic partnerships
and other business entities, shall be vested in the surviving or resulting domestic partnership or other business entity,
and shall thereafter be the property of the surviving or resulting domestic partnership or other business entity as they were
of each of the domestic partnerships and other business entities that have merged or consolidated, and the title to any real
property vested by deed or otherwise, under the laws of the State of Delaware, in any of such domestic partnerships and other
business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all
liens upon any property of any of said domestic partnerships and other business entities shall be preserved unimpaired, and
all debts, liabilities and duties of each of the said domestic partnerships and other business entities that have merged or
consolidated shall thenceforth attach to the surviving or resulting domestic partnership or other business entity, and may
be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
Unless otherwise agreed, a merger or consolidation of a domestic partnership, including a domestic partnership which is not
the surviving or resulting entity in the merger or consolidation, shall not require such domestic partnership to wind up its
affairs under subchapter VIII of this chapter of this title or pay its liabilities and distribute its assets under subchapter
VIII of this chapter of this title, and the merger or consolidation shall not constitute a dissolution of such partnership.


(i) Except as provided by agreement with a person to whom a partner of a domestic partnership is obligated, a merger or consolidation
of a domestic partnership that has become effective shall not affect any obligation or liability existing at the time of such
merger or consolidation of a partner of a domestic partnership which is merging or consolidating.


(j) If a domestic partnership is a constituent party to a merger or consolidation that shall have become effective, but the
domestic partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of
a partner of such domestic partnership may not levy execution against the assets of the partner to satisfy a judgment based
on a claim against the surviving entity of the merger or consolidation unless:


(1) The claim is for an obligation of the domestic partnership for which the partner is liable as provided in Section 15-306
and either:


(i) A judgment based on the same claim has been obtained against the surviving or resulting entity of the merger or consolidation
and a writ of execution on the judgment has been returned unsatisfied in whole or in part;


(ii) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;


(iii) The partner has agreed that the creditor need not exhaust the assets of the domestic partnership that was not the surviving
or resulting entity of the merger or consolidation;


(iv) The partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger
or consolidation; or


(v) A court grants permission to the judgment creditor to levy execution against the assets of the partner based on a finding
that the assets of the surviving or resulting entity of the merger or consolidation that are subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity of the merger or
consolidation is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable
powers; or


(2) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity
of the merger or consolidation.


(k) A person is admitted as a partner of a surviving or resulting domestic partnership pursuant to a merger or consolidation
approved in accordance with subsection (b) of this section as provided in the partnership agreement of the surviving or resulting
domestic partnership or in the agreement of merger or consolidation or the plan of merger, and in the event of any inconsistency,
the terms of the agreement of merger or consolidation or the plan of merger shall control. A person is admitted as a partner
of a domestic partnership pursuant to a merger or consolidation in which such domestic partnership is not the surviving or
resulting domestic partnership in the merger or consolidation as provided in the partnership agreement of such domestic partnership.


(l) A partnership agreement may provide that a domestic partnership shall not have the power to merge or consolidate as set
forth in this section.


(m) In any case in which (i) at least 90% of the outstanding shares of each class of the stock of a corporation or corporations
(other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(i) of Title
8), of which class there are outstanding shares that, absent § 267(a) of Title 8, would be entitled to vote on such merger,
is owned by a domestic partnership, (ii) 1 or more of such corporations is a corporation of the State of Delaware, and (iii)
any corporation that is not a corporation of the State of Delaware is a corporation of any other state or the District of
Columbia or another jurisdiction, the laws of which do not forbid such merger, the domestic partnership having such stock
ownership may either merge the corporation or corporations into itself and assume all of its or their obligations, or merge
itself, or itself and 1 or more of such corporations, into 1 of the other corporations, pursuant to a plan of merger. If a
domestic partnership is causing a merger under this subsection, the domestic partnership shall file a certificate of ownership
and merger executed by at least 1 partner or by 1 or more authorized persons on behalf of the domestic partnership in the
office of the Secretary of State. The certificate of ownership and merger shall certify that such merger was authorized in
accordance with the domestic partnership's partnership agreement and this chapter, and if the domestic partnership shall not
own all the outstanding stock of all the corporations that are parties to the merger, shall state the terms and conditions
of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving
domestic partnership or corporation upon surrender of each share of the corporation or corporations not owned by the domestic
partnership, or the cancellation of some or all of such shares. The terms and conditions of the merger may not result in a
holder of stock in a corporation becoming a partner in a surviving domestic partnership (other than a limited liability partnership).
If a corporation surviving a merger under this subsection is not a corporation organized under the laws of the State of Delaware,
then the terms and conditions of the merger shall obligate such corporation to agree that it may be served with process in
the State of Delaware in any proceeding for enforcement of any obligation of the domestic partnership or any obligation of
any constituent corporation of the State of Delaware, as well as for enforcement of any obligation of the surviving corporation,
including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant
to § 262 of Title 8, and to irrevocably appoint the Secretary of State as its agent to accept service of process in any such
suit or other proceedings, and to specify the address to which a copy of such process shall be mailed by the Secretary of
State. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only
as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect
to such service as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary
of State in accordance with this subsection, the Secretary of State shall forthwith notify such surviving corporation thereof
by letter, directed to such surviving corporation at its address so specified, unless such surviving corporation shall have
designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to
the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or
deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a
copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty
of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary
of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of $50 for the
use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail
therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff
and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service
has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary
of State shall not be required to retain such information longer than 5 years from receipt of the service of process.


72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 28; 73 Del. Laws, c. 85, §§ 14, 15; 73 Del. Laws, c. 329, § 15; 74 Del. Laws, c. 103, § 10; 74 Del. Laws, c. 266, §§ 8-10; 75 Del. Laws, c. 50, § 22; 76 Del. Laws, c. 106, §§ 12-14; 77 Del. Laws, c. 59, §§ 11-13; 77 Del. Laws, c. 289, §§ 11-18.;


§ 15-903. Approval of conversion of a domestic partnership.


(a) Upon compliance with this section, a domestic partnership may convert to a corporation, a statutory trust, a business
trust, an association, a real estate investment trust, a common-law trust or any other unincorporated business or entity,
including a limited partnership (including a limited liability limited partnership), a foreign partnership or a limited liability
company. If a domestic partnership is converting under this section to another business form organized, formed or created
under the laws of a jurisdiction other than the State of Delaware and has not filed a statement of partnership existence,
then the domestic partnership shall file a statement of partnership existence prior to or at the time of the filing of the
certificate of conversion to non-Delaware entity.


(b) If the partnership agreement specifies the manner of authorizing a conversion of the partnership, the conversion shall
be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing
a conversion of the partnership and does not prohibit a conversion of the partnership, the conversion shall be authorized
in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the
partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner
of authorizing a conversion of the partnership or a merger or consolidation that involves the partnership as a constituent
party and does not prohibit a conversion of the partnership, the conversion shall be authorized by the approval by all the
partners.


(c) Unless otherwise agreed, the conversion of a domestic partnership to another entity or business form pursuant to this
section shall not require such partnership to wind up its affairs under subchapter VIII of this chapter or pay its liabilities
and distribute its assets under subchapter VIII of this chapter, and the conversion shall not constitute a dissolution of
such partnership. When a partnership has converted to another entity or business form pursuant to this section, for all purposes
of the laws of the State of Delaware, the other entity or business form shall be deemed to be the same entity as the converting
partnership and the conversion shall constitute a continuation of the existence of the partnership in the form of such other
entity or business form.


(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 or may be cancelled.


(e) If a partnership shall convert in accordance with this section to another entity or business form organized, formed or
created under the laws of a jurisdiction other than the State of Delaware, a certificate of conversion to non-Delaware entity
executed in accordance with § 15-105 of this title shall be filed in the office of the Secretary of State in accordance with
§ 15-105 of this title. The certificate of conversion to non-Delaware entity shall state:


(1) The name of the partnership and, if it has been changed, the name under which its statement of partnership existence was
originally filed;


(2) The date of the filing of its original statement of partnership existence with the Secretary of State;


(3) The jurisdiction in which the entity or business form, to which the partnership shall be converted, is organized, formed
or created, and the name of such entity or business form;


(4) The future effective date or time (which shall be a date or time certain) of the conversion if it is not to be effective
upon the filing of the certificate of conversion to non-Delaware entity;


(5) That the conversion has been approved in accordance with this section;


(6) The agreement of the partnership that it may be served with process in the State of Delaware in any action, suit or proceeding
for enforcement of any obligation of the partnership arising while it was a partnership of the State of Delaware, and that
it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding;


(7) The address to which a copy of the process referred to in subdivision (e)(6) of this section shall be mailed to it by
the Secretary of State. In the event of service hereunder upon the Secretary of State, the procedures set forth in § 15-112(b)
of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary
of State with the address specified in this subdivision and any other address that the plaintiff may elect to furnish, together
with copies of such process as required by the Secretary of State, and the Secretary of State shall notify the partnership
that has converted out of the State of Delaware at all such addresses furnished by the plaintiff in accordance with the procedures
set forth in § 15-112(b) of this title.


(f) Upon the filing in the office of the Secretary of State of the certificate of conversion to non-Delaware entity or upon
the future effective date or time of the certificate of conversion to non-Delaware entity and payment to the Secretary of
State of all fees prescribed in this chapter, the Secretary of State shall certify that the partnership has filed all documents
and paid all fees required by this chapter, and thereupon the partnership shall cease to exist as a partnership of the State
of Delaware. Such certificate of the Secretary of State shall be prima facie evidence of the conversion by such partnership
out of the State of Delaware.


(g) The conversion of a partnership out of the State of Delaware in accordance with this section and the resulting cessation
of its existence as a partnership of the State of Delaware pursuant to a certificate of conversion to non-Delaware entity
shall not be deemed to affect any obligations or liabilities of the partnership incurred prior to such conversion or the personal
liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to
the partnership with respect to matters arising prior to such conversion.


(h) When a domestic partnership has been converted to another entity or business form pursuant to this section, the other
entity or business form shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the
domestic partnership. When any conversion shall have become effective under this section, for all purposes of the laws of
the State of Delaware, all of the rights, privileges and powers of the domestic partnership that has converted, and all property,
real, personal and mixed, and all debts due to such partnership, as well as all other things and causes of action belonging
to such partnership, shall remain vested in the other entity or business form to which such partnership has converted and
shall be the property of such other entity or business form, and the title to any real property vested by deed or otherwise
in such partnership shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and
all liens upon any property of such partnership shall be preserved unimpaired, and all debts, liabilities and duties of the
domestic partnership that has converted shall remain attached to the other entity or business form to which such partnership
has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been
incurred or contracted by it in its capacity as such other entity or business form. The rights, privileges, powers and interests
in property of the domestic partnership that has converted, as well as the debts, liabilities and duties of such partnership,
shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to
which such partnership has converted for any purpose of the laws of the State of Delaware.


(i) A partnership agreement may provide that a domestic partnership shall not have the power to convert as set forth in this
section.


72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 29; 73 Del. Laws, c. 329, § 16; 74 Del. Laws, c. 103, § 11; 74 Del. Laws, c. 266, §§ 11, 12; 75 Del. Laws, c. 416, §§ 9-14; 76 Del. Laws, c. 106, § 15.;


§ 15-904. Domestication of non-United States entities.


(a) As used in this section and in § 15-105 of this title, "non-United States entity" means a foreign limited partnership
(other than 1 formed under the laws of a state) (including a foreign limited liability limited partnership (other than 1 formed
under the laws of a state)), or a corporation, a statutory trust, a business trust, an association, a real estate investment
trust, a common-law trust or any other unincorporated business or entity, including a general partnership (including a limited
liability partnership) or a limited liability company, formed, incorporated, created or that otherwise came into being under
the laws of any foreign country or other foreign jurisdiction (other than any state).


(b) Any non-United States entity may become domesticated as a partnership in the State of Delaware by complying with subsection
(g) of this section and filing with the Secretary of State in accordance with Section 15-105 of this chapter:


(1) A certificate of partnership domestication that has been executed in accordance with Section 15-105 of this chapter; and


(2) A statement of partnership existence that complies with Section 15-303 of this chapter and has been executed in accordance
with Section 15-105 of this chapter.


(c) The certificate of partnership domestication shall state:


(1) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created or otherwise
came into being;


(2) The name of the non-United States entity immediately prior to the filing of the certificate of partnership domestication;


(3) The name of the partnership as set forth in the statement of partnership existence filed in accordance with subsection
(b) of this section;


(4) The future effective date or time (which shall be a date or time certain) of the domestication as a partnership if it
is not to be effective upon the filing of the certificate of partnership domestication and the statement of partnership existence;


(5) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of
the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the
certificate of partnership domestication; and


(6) That the domestication has been approved in the manner provided for by the document, instrument, agreement or other writing,
as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable
non-Delaware law, as appropriate.


(d) Upon the filing with the Secretary of State of the certificate of partnership domestication and the statement of partnership
existence or upon the future effective date or time of the certificate of partnership domestication and the statement of partnership
existence, the non-United States entity shall be domesticated as a partnership in the State of Delaware and the partnership
shall thereafter be subject to all of the provisions of this chapter, provided that the existence of the partnership shall
be deemed to have commenced on the date the non-United States entity commenced its existence in the jurisdiction in which
the non-United States entity was first formed, incorporated, created or otherwise came into being.


(e) The domestication of any non-United States entity as a partnership in the State of Delaware shall not be deemed to affect
any obligations or liabilities of the non-United States entity incurred prior to its domestication as a partnership in the
State of Delaware, or the personal liability of any person therefor.


(f) The filing of a certificate of partnership domestication shall not affect the choice of law applicable to the non-United
States entity, except that from the effective date or time of the domestication, the laws of the State of Delaware, including
the provisions of this chapter, shall apply to the non-United States entity to the same extent as if the non-United States
entity had been formed as a partnership on that date.


(g) Prior to the filing of a certificate of partnership domestication with the Secretary of State, the domestication shall
be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing
the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as
appropriate, and a partnership agreement shall be approved by the same authorization required to approve the domestication;
provided that, in the event the continuing domestic partnership is not a limited liability partnership, such approval shall
include the approval of any person who, at the effective date or time of the domestication, shall be a partner of the partnership.


(h) When any domestication shall have become effective under this section, for all purposes of the laws of the State of Delaware,
all of the rights, privileges and powers of the non-United States entity that has been domesticated, and all property, real,
personal and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging
to such non-United States entity, shall remain vested in the domestic partnership to which such non-United States entity has
been domesticated (and also in the non-United States entity, if and for so long as the non-United States entity continues
its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and shall be the
property of such domestic partnership (and also of the non-United States entity, if and for so long as the non-United States
entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication),
and the title to any real property vested by deed or otherwise in such non-United States entity shall not revert or be in
any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such non-United
States entity shall be preserved unimpaired, and all debts, liabilities and duties of the non-United States entity that has
been domesticated shall remain attached to the domestic partnership to which such non-United States entity has been domesticated
(and also to the non-United States entity, if and for so long as the non-United States entity continues its existence in the
foreign jurisdiction in which it was existing immediately prior to the domestication), and may be enforced against it to the
same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a
domestic partnership. The rights, privileges, powers and interests in property of the non-United States entity, as well as
the debts, liabilities and duties of the non-United States entity, shall not be deemed, as a consequence of the domestication,
to have been transferred to the domestic partnership to which such non-United States entity has domesticated for any purpose
of the laws of the State of Delaware.


(i) When a non-United States entity has become domesticated as a domestic partnership pursuant to this section, for all purposes
of the laws of the State of Delaware, the domestic partnership shall be deemed to be the same entity as the domesticating
non-United States entity and the domestication shall constitute a continuation of the existence of the domesticating non-United
States entity in the form of a domestic partnership. Unless otherwise agreed, for all purposes of the laws of the State of
Delaware, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and
distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity.
If, following domestication, a non-United States entity that has become domesticated as a domestic partnership continues its
existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication,
the domestic partnership and such non-United States entity shall, for all purposes of the laws of the State of Delaware, constitute
a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws
of the State of Delaware and the laws of such foreign country or other foreign jurisdiction.


(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 or may be cancelled.


(k) In connection with the domestication of a non-United States entity as a domestic partnership (including a limited liability
partnership), a person is admitted as a partner of the partnership as provided in the partnership agreement. For the purpose
of subsection (b) of § 15-306 of this title, a person who, at the effective time or date of the domestication of any non-United
States entity as a domestic partnership (including a limited liability partnership), is a partner of the partnership, shall
be deemed admitted as a partner of the partnership at the effective date or time of such domestication.


72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, §§ 30, 31; 73 Del. Laws, c. 85, §§ 16, 17; 74 Del. Laws, c. 103, § 12; 74 Del. Laws, c. 266, § 13; 75 Del. Laws, c. 50, §§ 23, 24; 75 Del. Laws, c. 416, §§ 15-21; 76 Del. Laws, c. 106, § 16; 77 Del. Laws, c. 59, § 14.;


§ 15-905. Transfer or continuance of domestic partnerships.


(a) Upon compliance with the provisions of this section, any domestic partnership may transfer to or domesticate or continue
in any jurisdiction, other than any state, and, in connection therewith, may elect to continue its existence as a partnership
in the State of Delaware. If a domestic partnership is transferring or domesticating or continuing under this section and
has not filed a statement of partnership existence, then the domestic partnership shall file a statement of partnership existence
prior to or at the time of the filing of the certificate of transfer or certificate of transfer and domestic continuance.


(b) If the partnership agreement specifies the manner of authorizing a transfer or domestication or continuance described
in subsection (a) of this section, the transfer or domestication or continuance shall be authorized as specified in the partnership
agreement. If the partnership agreement does not specify the manner of authorizing a transfer or domestication or continuance
described in subsection (a) of this section and does not prohibit such a transfer or domestication or continuance, the transfer
or domestication or continuance shall be authorized in the same manner as is specified in the partnership agreement for authorizing
a merger or consolidation that involves the partnership as a constituent party to the merger or consolidation. If the partnership
agreement does not specify the manner of authorizing a transfer or domestication or continuance described in subsection (a)
of this section or a merger or consolidation that involves the partnership as a constituent party and does not prohibit such
a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized by the approval
by all the partners. If a transfer or domestication or continuance described in subsection (a) of this section shall be authorized
as provided in this subsection (b), a certificate of transfer if the partnership's existence as a partnership of the State
of Delaware is to cease, or a certificate of transfer and domestic continuance if the partnership's existence as a partnership
in the State of Delaware is to continue, executed in accordance with § 15-105 of this chapter, shall be filed with the Secretary
of State in accordance with § 15-105 of this chapter. The certificate of transfer or the certificate of transfer and domestic
continuance shall state:


(1) The name of the partnership and, if it has been changed, the name under which its statement of partnership existence was
originally filed;


(2) The date of the filing of its original statement of partnership existence with the Secretary of State;


(3) The jurisdiction to which the partnership shall be transferred or in which it shall be domesticated or continued and the
name of the entity or business form formed, incorporated, created or that otherwise comes into being as a consequence of the
transfer of the partnership to, or its domestication or continuance in, such foreign jurisdiction;


(4) The future effective date or time (which shall be a date or time certain) of the transfer to or domestication or continuance
in the jurisdiction specified in paragraph (b)(3) of this section if it is not to be effective upon the filing of the certificate
of transfer or the certificate of transfer and domestic continuance;


(5) That the transfer or domestication or continuance of the partnership has been approved in accordance with the provisions
of this section;


(6) In the case of a certificate of transfer, (i) that the existence of the partnership as a partnership of the State of Delaware
shall cease when the certificate of transfer becomes effective and (ii) the agreement of the partnership that it may be served
with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the partnership
arising while it was a partnership of the State of Delaware, and that it irrevocably appoints the Secretary of State as its
agent to accept service of process in any such action, suit or proceeding;


(7) The address to which a copy of the process referred to in subsection (b)(6) of this section shall be mailed to it by the
Secretary of State. In the event of service hereunder upon the Secretary of State, the procedures set forth in § 15-113(b)
of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary
of State with the address specified in this subsection and any other address that the plaintiff may elect to furnish, together
with copies of such process as required by the Secretary of State, and the Secretary of State shall notify the partnership
that has transferred or domesticated or continued out of the State of Delaware at all such addresses furnished by the plaintiff
in accordance with the procedures set forth in § 15-113(b) of this title; and


(8) In the case of a certificate of transfer and domestic continuance, that the partnership will continue to exist as a partnership
of the State of Delaware after the certificate of transfer and domestic continuance becomes effective.


(c) Upon the filing with the Secretary of State of the certificate of transfer or upon the future effective date or time of
the certificate of transfer and payment to the Secretary of State of all fees prescribed in this chapter, the Secretary of
State shall certify that the partnership has filed all documents and paid all fees required by this chapter, and thereupon
the partnership shall cease to exist as a partnership of the State. Such certificate of the Secretary of State shall be prima
facie evidence of the transfer or domestication or continuance by such partnership out of the State of Delaware.


(d) The transfer or domestication or continuance of a partnership out of the State of Delaware in accordance with this section
and the resulting cessation of its existence as a partnership of the State of Delaware pursuant to a certificate of transfer
shall not be deemed to affect any obligations or liabilities of the partnership incurred prior to such transfer or domestication
or continuance or the personal liability of any person incurred prior to such transfer or domestication or continuance, nor
shall it be deemed to affect the choice of law applicable to the partnership with respect to matters arising prior to such
transfer or domestication or continuance. Unless otherwise agreed, the transfer or domestication or continuance of a partnership
out of the State of Delaware in accordance with this section shall not require such partnership to wind up its affairs under
subchapter VIII of this chapter or pay its liabilities and distribute its assets under subchapter VIII of this chapter and
shall not be deemed to constitute a dissolution of such partnership.


(e) If a partnership files a certificate of transfer and domestic continuance, after the time the certificate of transfer
and domestic continuance becomes effective, the partnership shall continue to exist as a partnership of the State of Delaware,
and the laws of the State of Delaware, including the provisions of this chapter, shall apply to the partnership, to the same
extent as prior to such time. So long as a partnership continues to exist as a partnership of the State of Delaware following
the filing of a certificate of transfer and domestic continuance, the continuing domestic partnership and the entity or business
form formed, incorporated, created or that otherwise came into being as a consequence of the transfer of the partnership to,
or its domestication or continuance in, a foreign country or other foreign jurisdiction shall, for all purposes of the laws
of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as
applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction.


(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 or may be cancelled.


(g) When a domestic partnership has transferred or domesticated or continued out of the State of Delaware pursuant to this
section, the transferred or domesticated or continued entity or business form shall, for all purposes of the laws of the State
of Delaware, be deemed to be the same entity as the domestic partnership and shall constitute a continuation of the existence
of such domestic partnership in the form of the transferred or domesticated or continued entity or business form. When any
transfer or domestication or continuance of a domestic partnership out of the State of Delaware shall have become effective
under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the
domestic partnership that has transferred or domesticated or continued, and all property, real, personal and mixed, and all
debts due to such partnership, as well as all other things and causes of action belonging to such partnership, shall remain
vested in the transferred or domesticated or continued entity or business form (and also in the domestic partnership that
has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic
partnership) and shall be the property of such transferred or domesticated or continued entity or business form (and also
of the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership
continues its existence as a domestic partnership), and the title to any real property vested by deed or otherwise in such
partnership shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens
upon any property of such partnership shall be preserved unimpaired, and all debts, liabilities and duties of the domestic
partnership that has transferred or domesticated or continued shall remain attached to the transferred or domesticated or
continued entity or business form (and also to the domestic partnership that has transferred, domesticated or continued, if
and for so long as such domestic partnership continues its existence as a domestic partnership), and may be enforced against
it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity
as the transferred or domesticated or continued entity or business form. The rights, privileges, powers and interests in property
of the domestic partnership that has transferred or domesticated or continued, as well as the debts, liabilities and duties
of such partnership, shall not be deemed, as a consequence of the transfer or domestication or continuance out of the State
of Delaware, to have been transferred to the transferred or domesticated or continued entity or business form for any purpose
of the laws of the State of Delaware.


(h) A partnership agreement may provide that a domestic partnership shall not have the power to transfer, domesticate or continue
as set forth in this section.


72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, §§ 32, 33; 73 Del. Laws, c. 85, § 18; 74 Del. Laws, c. 103, §§ 13-16; 74 Del. Laws, c. 266, §§ 14, 15; 75 Del. Laws, c. 50, § 25; 75 Del. Laws, c. 416, §§ 22-32; 76 Del. Laws, c. 106, §§ 17-19.;