§ 15-1001. Statement of qualification of a domestic partnership.
(a) A domestic partnership may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that
the partnership is formed as a limited liability partnership, and the partnership shall file a statement of qualification
in accordance with subsection (c) of this section. In order for an existing partnership to become a limited liability partnership,
the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the vote necessary
to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute
to the partnership, also the vote necessary to amend those provisions, and after such approval, the partnership shall file
a statement of qualification in accordance with subsection (c) of this section.
(c) The statement of qualification must contain:
(1) The name of the partnership;
(2) The address of the registered office and the name and address of the registered agent for service of process required
to be maintained by Section 15-111 of this chapter;
(3) The number of partners of the partnership at the time of the effectiveness of the statement of qualification;
(4) A statement that the partnership elects to be a limited liability partnership; and
(5) The future effective date or time (which shall be a date or time certain) of the statement of qualification if it is not
to be effective upon the filing of the statement of qualification.
(d) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement
of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability
partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 15-105(d)
of this chapter or revoked pursuant to Section 15-1003 of this chapter.
(e) A partnership is a limited liability partnership if there has been substantial compliance with the requirements of this
subchapter. The status of a partnership as a limited liability partnership and the liability of its partners is not affected
by errors or later changes in the information required to be contained in the statement of qualification under subsection
(c).
(f) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the
qualification of the partnership as a limited liability partnership.
(g) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date
or time specified in the amendment or cancellation.
(h) If a person is included in the number of partners of a limited liability partnership set forth in a statement of qualification,
a statement of foreign qualification or an annual report, the inclusion of such person shall not be admissible as evidence
in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining
whether such person is liable as a partner of such limited liability partnership. The status of a partnership as a limited
liability partnership and the liability of a partner of such limited liability partnership shall not be adversely affected
if the number of partners stated in a statement of qualification, a statement of foreign qualification or an annual report
is erroneously stated provided that the statement of qualification, the statement of foreign qualification or the annual report
was filed in good faith.
(i) Notwithstanding anything in this chapter to the contrary, a domestic partnership having, or that but for its election
in accordance with § 15-1206(c) of this chapter, would have had, on December 31, 2001, the status of a registered limited
liability partnership under predecessor law, shall have the status of a limited liability partnership under this chapter as
of January 1, 2002, and to the extent such partnership has not filed a statement of qualification pursuant to this section,
the latest application or renewal application filed by such partnership under such predecessor law shall constitute a statement
of qualification filed under this section.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 2; 75 Del. Laws, c. 50, §§ 26-29; 77 Del. Laws, c. 59, § 15.;
§ 15-1002. Name.
The name of a limited liability partnership shall comply with Section 15-108 of this chapter.
72 Del. Laws, c. 151, § 1.;
§ 15-1003. Annual report.
(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in the State
of Delaware, shall file an annual report with the Secretary of State which contains:
(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited
liability partnership is formed and the number of partners of the partnership; and
(2) the address of the registered office and the name and address of the registered agent for service of process required
to be maintained by Section 15-111 of this chapter.
(b) An annual report must be filed by June 1 of each year following the calendar year in which a statement of qualification
filed by a partnership becomes effective or a foreign partnership becomes authorized to transact business in the State of
Delaware.
(c) On or before March 31 of each year, the Secretary of State shall mail to each partnership at its registered office set
forth in the last filed statement of qualification or statement of foreign qualification or annual report a notice specifying
that the annual report together with applicable fees shall be due on June 1 of the current year and stating that the statement
of qualification or statement of foreign qualification of the partnership shall be revoked unless such report is filed and
such filing fee is paid on or before June 1 of the following year. The Secretary of State shall not issue a certificate of
good standing with respect to any limited liability partnership or foreign limited liability partnership which has not filed
an annual report and paid the required filing fee pursuant to this section or with respect to any limited liability partnership
or foreign limited liability partnership if its statement of qualification or statement of foreign qualification (as applicable)
is canceled or revoked. The statement of qualification or statement of foreign qualification of any such partnership that
fails to file such annual report or pay such required filing fee on or before June 1 of the following year shall be revoked.
(d) A revocation under subsection (c) only affects a partnership's status as a limited liability partnership and is not an
event of dissolution of the partnership.
(e) A partnership whose statement of qualification or statement of foreign qualification has been revoked pursuant to subsection
(c) may apply to the Secretary of State for reinstatement after the effective date of the revocation. The application must
state:
(1) the name of the partnership and the effective date of the revocation; and
(2) that the ground for revocation either did not exist or has been corrected.
(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and
the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 3; 75 Del. Laws, c. 50, §§ 30, 31; 76 Del. Laws, c. 106, § 20.;
§ 15-1004. Reinstatement of statement of qualification or statement of foreign qualification.
(a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d)
or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation.
The application must state:
(1) The name of the partnership and the effective date of the cancellation and, if such name is not available at the time
of reinstatement, the name under which the statement of qualification or statement of foreign qualification is to be reinstated;
and
(2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the
name and address of such new registered agent and the address of the partnership's registered office in the State of Delaware.
(b) A cancellation of a partnership's statement of qualification or statement of foreign qualification pursuant to § 15-111(d)
and § 15-111(i)(4) of this title only affects a partnership's status as a limited liability partnership or a foreign limited
liability partnership and is not an event of dissolution of the partnership.
(c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the
cancellation, and the partnership's status as a limited liability partnership or a foreign limited liability partnership continues
as if the cancellation had never occurred.
§ 15-1001. Statement of qualification of a domestic partnership.
(a) A domestic partnership may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that
the partnership is formed as a limited liability partnership, and the partnership shall file a statement of qualification
in accordance with subsection (c) of this section. In order for an existing partnership to become a limited liability partnership,
the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the vote necessary
to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute
to the partnership, also the vote necessary to amend those provisions, and after such approval, the partnership shall file
a statement of qualification in accordance with subsection (c) of this section.
(c) The statement of qualification must contain:
(1) The name of the partnership;
(2) The address of the registered office and the name and address of the registered agent for service of process required
to be maintained by Section 15-111 of this chapter;
(3) The number of partners of the partnership at the time of the effectiveness of the statement of qualification;
(4) A statement that the partnership elects to be a limited liability partnership; and
(5) The future effective date or time (which shall be a date or time certain) of the statement of qualification if it is not
to be effective upon the filing of the statement of qualification.
(d) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement
of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability
partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 15-105(d)
of this chapter or revoked pursuant to Section 15-1003 of this chapter.
(e) A partnership is a limited liability partnership if there has been substantial compliance with the requirements of this
subchapter. The status of a partnership as a limited liability partnership and the liability of its partners is not affected
by errors or later changes in the information required to be contained in the statement of qualification under subsection
(c).
(f) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the
qualification of the partnership as a limited liability partnership.
(g) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date
or time specified in the amendment or cancellation.
(h) If a person is included in the number of partners of a limited liability partnership set forth in a statement of qualification,
a statement of foreign qualification or an annual report, the inclusion of such person shall not be admissible as evidence
in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining
whether such person is liable as a partner of such limited liability partnership. The status of a partnership as a limited
liability partnership and the liability of a partner of such limited liability partnership shall not be adversely affected
if the number of partners stated in a statement of qualification, a statement of foreign qualification or an annual report
is erroneously stated provided that the statement of qualification, the statement of foreign qualification or the annual report
was filed in good faith.
(i) Notwithstanding anything in this chapter to the contrary, a domestic partnership having, or that but for its election
in accordance with § 15-1206(c) of this chapter, would have had, on December 31, 2001, the status of a registered limited
liability partnership under predecessor law, shall have the status of a limited liability partnership under this chapter as
of January 1, 2002, and to the extent such partnership has not filed a statement of qualification pursuant to this section,
the latest application or renewal application filed by such partnership under such predecessor law shall constitute a statement
of qualification filed under this section.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 2; 75 Del. Laws, c. 50, §§ 26-29; 77 Del. Laws, c. 59, § 15.;
§ 15-1002. Name.
The name of a limited liability partnership shall comply with Section 15-108 of this chapter.
72 Del. Laws, c. 151, § 1.;
§ 15-1003. Annual report.
(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in the State
of Delaware, shall file an annual report with the Secretary of State which contains:
(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited
liability partnership is formed and the number of partners of the partnership; and
(2) the address of the registered office and the name and address of the registered agent for service of process required
to be maintained by Section 15-111 of this chapter.
(b) An annual report must be filed by June 1 of each year following the calendar year in which a statement of qualification
filed by a partnership becomes effective or a foreign partnership becomes authorized to transact business in the State of
Delaware.
(c) On or before March 31 of each year, the Secretary of State shall mail to each partnership at its registered office set
forth in the last filed statement of qualification or statement of foreign qualification or annual report a notice specifying
that the annual report together with applicable fees shall be due on June 1 of the current year and stating that the statement
of qualification or statement of foreign qualification of the partnership shall be revoked unless such report is filed and
such filing fee is paid on or before June 1 of the following year. The Secretary of State shall not issue a certificate of
good standing with respect to any limited liability partnership or foreign limited liability partnership which has not filed
an annual report and paid the required filing fee pursuant to this section or with respect to any limited liability partnership
or foreign limited liability partnership if its statement of qualification or statement of foreign qualification (as applicable)
is canceled or revoked. The statement of qualification or statement of foreign qualification of any such partnership that
fails to file such annual report or pay such required filing fee on or before June 1 of the following year shall be revoked.
(d) A revocation under subsection (c) only affects a partnership's status as a limited liability partnership and is not an
event of dissolution of the partnership.
(e) A partnership whose statement of qualification or statement of foreign qualification has been revoked pursuant to subsection
(c) may apply to the Secretary of State for reinstatement after the effective date of the revocation. The application must
state:
(1) the name of the partnership and the effective date of the revocation; and
(2) that the ground for revocation either did not exist or has been corrected.
(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and
the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 3; 75 Del. Laws, c. 50, §§ 30, 31; 76 Del. Laws, c. 106, § 20.;
§ 15-1004. Reinstatement of statement of qualification or statement of foreign qualification.
(a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d)
or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation.
The application must state:
(1) The name of the partnership and the effective date of the cancellation and, if such name is not available at the time
of reinstatement, the name under which the statement of qualification or statement of foreign qualification is to be reinstated;
and
(2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the
name and address of such new registered agent and the address of the partnership's registered office in the State of Delaware.
(b) A cancellation of a partnership's statement of qualification or statement of foreign qualification pursuant to § 15-111(d)
and § 15-111(i)(4) of this title only affects a partnership's status as a limited liability partnership or a foreign limited
liability partnership and is not an event of dissolution of the partnership.
(c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the
cancellation, and the partnership's status as a limited liability partnership or a foreign limited liability partnership continues
as if the cancellation had never occurred.
§ 15-1001. Statement of qualification of a domestic partnership.
(a) A domestic partnership may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that
the partnership is formed as a limited liability partnership, and the partnership shall file a statement of qualification
in accordance with subsection (c) of this section. In order for an existing partnership to become a limited liability partnership,
the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the vote necessary
to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute
to the partnership, also the vote necessary to amend those provisions, and after such approval, the partnership shall file
a statement of qualification in accordance with subsection (c) of this section.
(c) The statement of qualification must contain:
(1) The name of the partnership;
(2) The address of the registered office and the name and address of the registered agent for service of process required
to be maintained by Section 15-111 of this chapter;
(3) The number of partners of the partnership at the time of the effectiveness of the statement of qualification;
(4) A statement that the partnership elects to be a limited liability partnership; and
(5) The future effective date or time (which shall be a date or time certain) of the statement of qualification if it is not
to be effective upon the filing of the statement of qualification.
(d) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement
of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability
partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 15-105(d)
of this chapter or revoked pursuant to Section 15-1003 of this chapter.
(e) A partnership is a limited liability partnership if there has been substantial compliance with the requirements of this
subchapter. The status of a partnership as a limited liability partnership and the liability of its partners is not affected
by errors or later changes in the information required to be contained in the statement of qualification under subsection
(c).
(f) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the
qualification of the partnership as a limited liability partnership.
(g) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date
or time specified in the amendment or cancellation.
(h) If a person is included in the number of partners of a limited liability partnership set forth in a statement of qualification,
a statement of foreign qualification or an annual report, the inclusion of such person shall not be admissible as evidence
in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining
whether such person is liable as a partner of such limited liability partnership. The status of a partnership as a limited
liability partnership and the liability of a partner of such limited liability partnership shall not be adversely affected
if the number of partners stated in a statement of qualification, a statement of foreign qualification or an annual report
is erroneously stated provided that the statement of qualification, the statement of foreign qualification or the annual report
was filed in good faith.
(i) Notwithstanding anything in this chapter to the contrary, a domestic partnership having, or that but for its election
in accordance with § 15-1206(c) of this chapter, would have had, on December 31, 2001, the status of a registered limited
liability partnership under predecessor law, shall have the status of a limited liability partnership under this chapter as
of January 1, 2002, and to the extent such partnership has not filed a statement of qualification pursuant to this section,
the latest application or renewal application filed by such partnership under such predecessor law shall constitute a statement
of qualification filed under this section.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 2; 75 Del. Laws, c. 50, §§ 26-29; 77 Del. Laws, c. 59, § 15.;
§ 15-1002. Name.
The name of a limited liability partnership shall comply with Section 15-108 of this chapter.
72 Del. Laws, c. 151, § 1.;
§ 15-1003. Annual report.
(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in the State
of Delaware, shall file an annual report with the Secretary of State which contains:
(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited
liability partnership is formed and the number of partners of the partnership; and
(2) the address of the registered office and the name and address of the registered agent for service of process required
to be maintained by Section 15-111 of this chapter.
(b) An annual report must be filed by June 1 of each year following the calendar year in which a statement of qualification
filed by a partnership becomes effective or a foreign partnership becomes authorized to transact business in the State of
Delaware.
(c) On or before March 31 of each year, the Secretary of State shall mail to each partnership at its registered office set
forth in the last filed statement of qualification or statement of foreign qualification or annual report a notice specifying
that the annual report together with applicable fees shall be due on June 1 of the current year and stating that the statement
of qualification or statement of foreign qualification of the partnership shall be revoked unless such report is filed and
such filing fee is paid on or before June 1 of the following year. The Secretary of State shall not issue a certificate of
good standing with respect to any limited liability partnership or foreign limited liability partnership which has not filed
an annual report and paid the required filing fee pursuant to this section or with respect to any limited liability partnership
or foreign limited liability partnership if its statement of qualification or statement of foreign qualification (as applicable)
is canceled or revoked. The statement of qualification or statement of foreign qualification of any such partnership that
fails to file such annual report or pay such required filing fee on or before June 1 of the following year shall be revoked.
(d) A revocation under subsection (c) only affects a partnership's status as a limited liability partnership and is not an
event of dissolution of the partnership.
(e) A partnership whose statement of qualification or statement of foreign qualification has been revoked pursuant to subsection
(c) may apply to the Secretary of State for reinstatement after the effective date of the revocation. The application must
state:
(1) the name of the partnership and the effective date of the revocation; and
(2) that the ground for revocation either did not exist or has been corrected.
(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and
the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 3; 75 Del. Laws, c. 50, §§ 30, 31; 76 Del. Laws, c. 106, § 20.;
§ 15-1004. Reinstatement of statement of qualification or statement of foreign qualification.
(a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d)
or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation.
The application must state:
(1) The name of the partnership and the effective date of the cancellation and, if such name is not available at the time
of reinstatement, the name under which the statement of qualification or statement of foreign qualification is to be reinstated;
and
(2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the
name and address of such new registered agent and the address of the partnership's registered office in the State of Delaware.
(b) A cancellation of a partnership's statement of qualification or statement of foreign qualification pursuant to § 15-111(d)
and § 15-111(i)(4) of this title only affects a partnership's status as a limited liability partnership or a foreign limited
liability partnership and is not an event of dissolution of the partnership.
(c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the
cancellation, and the partnership's status as a limited liability partnership or a foreign limited liability partnership continues
as if the cancellation had never occurred.