Subchapter II. Formation; Certificate of Limited Partnership
§ 17-201. Certificate of limited partnership.
(a) In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute
a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary
of State and set forth:
(1) The name of the limited 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 § 17-104 of this title;
(3) The name and the business, residence or mailing address of each general partner; and
(4) Any other matters the partners determine to include therein.
(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office
of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case,
there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter
shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the
limited partnership's certificate of limited partnership.
(c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make it unnecessary
to file any other documents under Chapter 31 of this title.
(d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing
of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such
filing, may be made effective as of the formation of the limited partnership or at such other time or date as provided in
or reflected by the partnership agreement.
6 Del. C. 1953, § 1702; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 422, § 4; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 67 Del. Laws, c. 348, § 7; 76 Del. Laws, c. 104, § 10.;
§ 17-202. Amendment to certificate.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary
of State. The certificate of amendment shall set forth:
(1) The name of the limited partnership; and
(2) The amendment to the certificate.
(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or
that any matter described has changed making the certificate false in any material respect, shall promptly amend the certificate.
(c) Notwithstanding the requirements of subsection (b) of this section, no later than 90 days after the happening of any of
the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events
shall be filed by a general partner:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) A change in the name of the limited partnership, or, except as provided in § 17-104(b) and (c) of this title, a change
in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may
determine.
(e) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective
at the time of its filing with the Secretary of State.
(f) If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided
in § 17-203 of this title:
(1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership,
the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address
of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment,
and each of whom shall not be subject to liability as a general partner by reason of such amendment; or
(2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's
affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address
of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment,
and each of whom shall not be subject to liability as a general partner by reason of such amendment. A person shown on a certificate
of limited partnership as a general partner who is not winding up a limited partnership's affairs need not execute a certificate
of amendment which is being executed and filed as required under this subsection.
6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 7; 67 Del. Laws, c. 348, § 8.;
§ 17-203. Cancellation of certificate.
A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the limited
partnership, or as provided in § 17-104(d) or § 17-104(i)(4) or § 17-1110 of this title, or upon the filing of a certificate
of merger or consolidation or a certificate of ownership and merger or a certificate of ownership and merger if the limited
partnership is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time
of a certificate of merger or consolidation or a certificate of ownership and merger if the limited partnership is not the
surviving or resulting entity in a merger or consolidation, or upon the filing of a certificate of transfer or upon the future
effective date or time of a certificate of transfer, or upon the filing of a certificate of conversion to non-Delaware entity
or upon the future effective date or time of a certificate of conversion to non-Delaware entity. A certificate of cancellation
shall be filed in the Office of the Secretary of State to accomplish the cancellation of a certificate of limited partnership
upon the dissolution and the completion of winding up of a limited partnership and shall set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective
upon the filing of the certificate; and
(4) Any other information the person filing the certificate of cancellation determines.
The Secretary of State shall not issue a certificate of good standing with respect to a limited partnership if its certificate
of limited partnership is canceled.
6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 8; 70 Del. Laws, c. 78, § 3; 70 Del. Laws, c. 362, § 1; 71 Del. Laws, c. 78, § 7; 71 Del. Laws, c. 340, § 3; 72 Del. Laws, c. 386, §§ 3-5; 73 Del. Laws, c. 297, § 3; 74 Del. Laws, c. 104, § 1; 75 Del. Laws, c. 414, § 5; 76 Del. Laws, c. 104, § 11; 77 Del. Laws, c. 288, § 4.;
§ 17-204. Execution.
(a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in
the following manner:
(1) An initial certificate of limited partnership, a certificate of limited partnership domestication, a certificate of conversion
to limited partnership, a certificate of conversion to a non-Delaware entity, a certificate of transfer and a certificate
of transfer and domestic continuance must be signed by all general partners or, in the case of a certificate of limited partnership
domestication or certificate of conversion to limited partnership, by any person authorized to execute such certificate on
behalf of the non-United States entity or other entity, respectively;
(2) A certificate of amendment or a certificate of correction must be signed by at least 1 general partner and by each other
general partner designated in the certificate of amendment or a certificate of correction as a new general partner, but if
the certificate of amendment or a certificate of correction reflects the withdrawal of a general partner as a general partner,
it need not be signed by that former general partner;
(3) A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the
limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding
up the limited partnership's affairs, a certificate of cancellation shall be signed by the limited partners or, if there is
more than 1 class or group of limited partners, then by each class or group of limited partners, in either case, by limited
partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership
owned by all of the limited partners or by the limited partners in each class or group, as appropriate;
(4) If a domestic limited partnership is filing a certificate of merger or consolidation or a certificate of ownership and
merger, the certificate of merger or consolidation or certificate of ownership and merger must be signed by at least 1 general
partner of the domestic limited partnership, or if the certificate of merger or consolidation is being filed by another business
entity (as defined in § 17-211(a) of this title), the certificate of merger or consolidation, must be signed by a person authorized
by such other business entity;
(5) A certificate of revival must be signed by at least 1 general partner; and
(6) A certificate of termination of a certificate with a future effective date or time or a certificate of amendment of a
certificate with a future effective date or time being filed in accordance with § 17-206(c) of this title shall be signed
in the same manner as the certificate with a future effective date or time being amended or terminated is required to be signed
under this chapter.
(b) Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter
into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including
a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof
need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the Office of the Secretary
of State, but if in writing, must be retained by a general partner.
(c) For all purposes of the laws of the State of Delaware, a power of attorney with respect to matters relating to the organization,
internal affairs or termination of a limited partnership or granted by a person as a partner or an assignee of a partnership
interest or by a person seeking to become a partner or an assignee of a partnership interest shall be irrevocable if it states
that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power. Such irrevocable
power of attorney, unless otherwise provided therein, shall not be affected by subsequent death, disability, incapacity, dissolution,
termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney with respect
to matters relating to the organization, internal affairs or termination of a limited partnership or granted by a person as
a partner or an assignee of a partnership interest or by a person seeking to become a partner or an assignee of a partnership
interest and, in either case, granted to the limited partnership, a general partner or limited partner thereof, or any of
their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with
an interest sufficient in law to support an irrevocable power.
(d) The execution of a certificate by a person who is authorized by this chapter to execute such certificate constitutes an
oath or affirmation, under the penalties of perjury in the third degree, that, to the best of such person's knowledge and
belief, the facts stated therein are true.
77 Del. Laws, c. 288, §§ 5, 6.;
§ 17-205. Execution, amendment or cancellation by judicial order.
(a) If a person required by § 17-204 of this title to execute any certificate fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate.
If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused
to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.
(b) If a person required to execute a partnership agreement or amendment thereof fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the partnership
agreement or amendment thereof. If the Court finds that the partnership agreement or amendment thereof should be executed
and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1.;
§ 17-206. Filing.
(a) The signed copy of the certificate of limited partnership and of any certificates of amendment, correction, amendment
of a certificate with a future effective date or time, termination of a certificate with a future effective date or time or
cancellation (or of any judicial decree of amendment or cancellation), and of any certificate of merger or consolidation,
any certificate of ownership and merger, any restated certificate, any corrected certificate, any certificate of conversion
to limited partnership, any certificate of conversion to a non-Delaware entity, any certificate of transfer, any certificate
of transfer and domestic continuance, any certificate of limited partnership domestication, and any certificate of revival
shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit
evidence of that person's authority as a prerequisite to filing. Any signature on any certificate authorized to be filed with
the Secretary of State under any provision of this chapter may be a facsimile, a conformed signature or an electronically
transmitted signature. Upon delivery of any certificate, the Secretary of State shall record the date and time of its delivery.
Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required
by law the Secretary of State shall:
(1) Certify that the certificate of limited partnership, the certificate of amendment, the certificate of correction, the
certificate of amendment of a certificate with a future effective date or time, the certificate of termination of a certificate
with a future effective date or time, the certificate of cancellation (or of any judicial decree of amendment or cancellation),
the certificate of merger or consolidation, the certificate of ownership and merger, restated certificate, the corrected certificate,
the certificate of conversion to limited partnership, the certificate of conversion to a non-Delaware entity, the certificate
of transfer, the certificate of transfer and domestic continuance, the certificate of limited partnership domestication or
certificate of revival has been filed in the Secretary of State's office by endorsing upon the signed certificate the word
"Filed," and the date and time of the filing. This endorsement is conclusive of the date and time of its filing in the absence
of actual fraud. Except as provided in paragraph (a)(5) or (a)(6) of this section, such date and time of filing of a certificate
shall be the date and time of delivery of the certificate;
(2) File and index the endorsed certificate;
(3) Prepare and return to the person who filed it or that person's representative a copy of the signed certificate, similarly
endorsed, and shall certify such copy as a true copy of the signed certificate; and
(4) Cause to be entered such information from the certificate as the Secretary of State deems appropriate into the Delaware
Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such
information and a copy of such certificate shall be permanently maintained as a public record on a suitable medium. The Secretary
of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating
agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate
the existence of policies to ensure that information entered into the system accurately reflects the content of certificates
in the possession of the registered agent at the time of entry.
(5) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as
the date and time of filing of a certificate a date and time after its delivery. If the Secretary of State refuses to file
any certificate due to an error, omission or other imperfection, the Secretary of State may hold such certificate in suspension,
and in such event, upon delivery of a replacement certificate in proper form for filing and tender of the required fees within
5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the date
and time of filing of such certificate the date and time that would have been the date and time of filing of the rejected
certificate had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect
to any limited partnership with a certificate held in suspension pursuant to this subsection. The Secretary of State may establish
as the date and time of filing of a certificate the date and time at which information from such certificate is entered pursuant
to subdivision (a)(4) of this section if such certificate is delivered on the same date and within 4 hours after such information
is entered.
(6) If:
a. Together with the actual delivery of a certificate and tender of the required fees, there is delivered to the Secretary
of State a separate affidavit (which in its heading shall be designated as an affidavit of extraordinary condition) attesting,
on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier
effort to deliver such certificate and tender such fees was made in good faith, specifying the nature, date and time of such
good faith effort and requesting that the Secretary of State establish such date and time as the date and time of filing of
such certificate; or
b. Upon the actual delivery of a certificate and tender of the required fees, the Secretary of State in his or her discretion
provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that
an earlier effort to deliver such certificate and tender such fees was made in good faith and specifying the date and time
of such effort; and
c. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort
was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were
made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition, then
the Secretary of State may establish such date and time as the date and time of filing of such certificate. No fee shall be
paid to the Secretary of State for receiving an affidavit of extraordinary condition. For purposes of this subsection, an
extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military forces
of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the
United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver
the certificate and tender the required fees is made, or the immediate threat of any of the foregoing; or any malfunction
or outage of the electrical or telephone service to the Secretary of State's office, or weather or other condition in or about
a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State's office is
not open for the purpose of the filing of certificates under this chapter or such filing cannot be effected without extraordinary
effort. The Secretary of State may require such proof as it deems necessary to make the determination required under this
subparagraph c. of this subdivision, and any such determination shall be conclusive in the absence of actual fraud. If the
Secretary of State establishes the date and time of filing of a certificate pursuant to this subsection, the date and time
of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State's written waiver of
such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached
to the filed certificate to which it relates. Such filed certificate shall be effective as of the date and time established
as the date and time of filing by the Secretary of State pursuant to this subsection, except as to those persons who are substantially
and adversely affected by such establishment and, as to those persons, the certificate shall be effective from the date and
time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.
(b) Upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected
certificate or restated certificate in the Office of the Secretary of State, or upon the future effective date or time of
a certificate of amendment (or judicial decree thereof) or restated certificate, as provided for therein, the certificate
of limited partnership shall be amended, corrected or restated as set forth therein. Upon the filing of a certificate of cancellation
(or a judicial decree thereof), or a certificate of merger or consolidation or a certificate of ownership and merger which
acts as a certificate of cancellation, or a certificate of transfer, or a certificate of conversion to a non-Delaware entity,
or upon the future effective date or time of a certificate of cancellation (or a judicial decree thereof) or of a certificate
of merger or consolidation or a certificate of ownership and merger which acts as a certificate of cancellation, or a certificate
of transfer, or a certificate of conversion to a non-Delaware entity, as provided for therein, or as specified in § 17-104(d),
§ 17-104(i)(4) or § 17-1110(a) of this title, the certificate of limited partnership is canceled. Upon the filing of a certificate
of limited partnership domestication, or upon the future effective date or time of a certificate of limited partnership domestication,
the entity filing the certificate of limited partnership domestication is domesticated as a limited partnership with the effect
provided in § 17-215 of this title. Upon the filing of a certificate of conversion to limited partnership, or upon the future
effective date or time of a certificate of conversion to limited partnership, the entity filing the certificate of conversion
to limited partnership is converted to a limited partnership with the effect provided in § 17-217 of this title. Upon the
filing of a certificate of revival, the limited partnership shall be revived with the effect provided in § 17-1111 of this
title. Upon the filing of a certificate of transfer and domestic continuance, or upon the future effective date or time of
a certificate of transfer and domestic continuance, as provided for therein, the limited partnership filing the certificate
of transfer and domestic continuance shall continue to exist as a limited partnership of the State of Delaware with the effect
provided in § 17-216 of this title.
(c) If any certificate filed in accordance with this chapter provides for a future effective date or time and if, prior to
such future effective date or time set forth in such certificate, the transaction is terminated or its terms are amended to
change the future effective date or time or any other matter described in such certificate so as to make such certificate
false or inaccurate in any respect, such certificate shall, prior to the future effective date or time set forth in such certificate,
be terminated or amended by the filing of a certificate of termination or certificate of amendment of such certificate, executed
in accordance with § 17-204 of this title, which shall identify the certificate which has been terminated or amended and shall
state that the certificate has been terminated or the manner in which it has been amended. Upon the filing of a certificate
of amendment of a certificate with a future effective date or time, the certificate identified in such certificate of amendment
is amended. Upon the filing of a certificate of termination of a certificate with a future effective date or time, the certificate
identified in such certificate of termination is terminated.
(d) A fee as set forth in § 17-1107(a)(3) of this title shall be paid at the time of the filing of a certificate of limited
partnership, a certificate of amendment, a certificate of correction, a certificate of amendment of a certificate with a future
effective date or time, a certificate of termination of a certificate with a future effective date or time, a certificate
of cancellation, a certificate of merger or consolidation, a certificate of ownership and merger, a restated certificate,
a corrected certificate, a certificate of conversion to limited partnership, a certificate of conversion to a non-Delaware
entity, a certificate of transfer, certificate of transfer and domestic continuance, a certificate of limited partnership
domestication or a certificate of revival.
(e) A fee as set forth in § 17-1107(a)(4) of this title shall be paid for a certified copy of any paper on file as provided
for by this chapter, and a fee as set forth in § 17-1107(a)(5) of this title shall be paid for each page copied.
6 Del. C. 1953, § 1702; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 4; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, §§ 13-16; 69 Del. Laws, c. 258, §§ 9-12; 70 Del. Laws, c. 78, §§ 6-14; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 362, §§ 3-6; 71 Del. Laws, c. 78, §§ 9-12; 73 Del. Laws, c. 73, §§ 6-12; 73 Del. Laws, c. 297, § 4; 74 Del. Laws, c. 104, §§ 3-11; 75 Del. Laws, c. 414, § 6; 76 Del. Laws, c. 104, §§ 13-16; 77 Del. Laws, c. 288, §§ 7-9.;
§ 17-207. Liability for false statement.
(a) If any certificate of limited partnership or certificate of amendment, correction, revival or cancellation or certificate
of conversion to limited partnership, or certificate of conversion to a non-Delaware entity, certificate of transfer, certificate
of transfer and domestic continuance, or certificate of limited partnership domestication contains a materially false statement,
one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
(1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material
respect at the time the certificate was executed; and
(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any
material respect or has changed, making the statement false in any material respect, if that general partner had sufficient
time to amend, correct or cancel the certificate, or to file a petition for its amendment, correction or cancellation, before
the statement was reasonably relied upon.
(b) No general partner shall have any liability for failing to cause the amendment, correction or cancellation of a certificate
to be filed or failing to file a petition for its amendment, correction or cancellation pursuant to subsection (a) of this
section if the certificate of amendment, certificate of correction, certificate of cancellation or petition is filed within
90 days of when that general partner knew or should have known to the extent provided in subsection (a) of this section that
the statement in the certificate was false in any material respect.
6 Del. C. 1953, § 1706; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 69 Del. Laws, c. 258, §§ 13-15; 70 Del. Laws, c. 78, § 15; 70 Del. Laws, c. 362, § 7; 71 Del. Laws, c. 78, § 13; 74 Del. Laws, c. 104, § 12; 76 Del. Laws, c. 104, § 17.;
§ 17-208. Notice.
The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership
is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate
of limited partnership by § 17-201(a)(1)-(3) and by § 17-202(f) of this title and which are permitted to be set forth in a
certificate of limited partnership by § 17-218(b) of this title.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 17; 70 Del. Laws, c. 362, § 8.;
§ 17-209. Delivery of certificates to limited partners.
Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked "Filed," the general
partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so
requires.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1.;
§ 17-210. Restated certificate.
(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate
of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the
Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in this subchapter
and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of
limited partnership.
(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial
certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant
to any of the sections in this subchapter, it shall be specifically designated in its heading as a "Restated Certificate of
Limited Partnership" together with such other words as the partnership may deem appropriate and shall be executed by a general
partner and filed as provided in § 17-206 of this title in the Office of the Secretary of State. If the restated certificate
restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended
or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership"
together with such other words as the partnership may deem appropriate and shall be executed by at least 1 general partner
and by each other general partner designated in the restated certificate of limited partnership as a new general partner,
but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate
of limited partnership need not be signed by that former general partner, and filed as provided in § 17-206 of this title
in the Office of the Secretary of State.
(c) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the
limited partnership's present name, and, if it has been changed, the name under which it was originally filed, and the date
of filing of its original certificate of limited partnership with the Secretary of State, and the future effective date or
time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the
restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with
this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's
certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions
and the restated certificate, it shall state that fact as well.
(d) Upon the filing of the restated certificate of limited partnership with the Secretary of State, or upon the future effective
date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited
partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited
partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the
limited partnership, but the original effective date of formation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership
shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate
certificate of amendment were filed to effect such amendment or change.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 18.;
§ 17-211. Merger and consolidation.
(a) As used in this section, "other business entity" means a corporation, a statutory trust, a business trust, an association,
a real estate investment trust, a common-law trust, a limited liability company, or an unincorporated business or entity,
including a partnership (whether general (including a limited liability partnership) or limited (including a foreign limited
liability limited partnership), but excluding a domestic limited partnership). As used in this section and in §§ 17-212 and
17-301 of this title, "plan of merger" means a writing approved by a domestic limited partnership, in the form of resolutions
or otherwise, that states the terms and conditions of a merger under subsection (l) of this section.
(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited partnerships may merge or consolidate
with or into 1 or more domestic limited 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 limited partnership or other business entity as the agreement shall provide being
the surviving or resulting domestic limited 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 limited partnership
which is to merge or consolidate (1) by all general partners, and (2) by the limited partners or, if there is more than 1
class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who
own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited partnership
owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with
a merger or consolidation hereunder, rights or securities of, or interests in, a limited 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 limited 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
limited partnership or other business entity which is not the surviving or resulting limited 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 (l) of this section, if a domestic limited partnership is merging or consolidating
under this section, the domestic limited 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 general partner on behalf of the
domestic limited partnership when it is the surviving or resulting entity in the office of 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 limited 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 limited partnerships
and other business entities which is to merge or consolidate;
(3) The name of the surviving or resulting domestic limited partnership or other business entity;
(4) In the case of a merger in which a domestic limited partnership is the surviving entity, such amendments, if any, to the
certificate of limited partnership of the surviving domestic limited partnership (and in the case of a surviving domestic
limited partnership that is a limited liability limited partnership, to the statement of qualification of such surviving domestic
limited partnership filed under § 15-1001 of this title) 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
limited 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 limited
partnership or other business entity, on request and without cost, to any partner of any domestic limited 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 a domestic limited partnership (including a limited liability limited partnership),
or a corporation, limited liability company, partnership (including a limited liability partnership) or statutory trust organized
under the laws of the State of Delaware, a statement that such surviving or resulting other business 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 limited 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. 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 service hereunder upon the Secretary of State, the procedures set forth in § 17-911(c) 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 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 such process as required by the Secretary of State, and the Secretary
of State shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in
accordance with the procedures set forth in § 17-911(c) of this title.
(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation pursuant to
this section which was effective prior to September 1, 1988, 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 (l) 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 in the
Office of 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
for a domestic limited 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 certificate of limited partnership (and if applicable to the statement of qualification) of the limited partnership,
and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership
under § 17-202 of this title (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
limited partnership if it is the surviving or resulting limited 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 limited partnership to the merger
or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall
be the partnership agreement of the surviving or resulting limited partnership. Unless otherwise provided in a partnership
agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and
effective on or prior to July 31, 2005, shall continue to be governed by this subsection as in effect on July 31, 2005.
(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 limited 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 limited
partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic
limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership
or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership
or other business entity as they were of each of the domestic limited 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 limited 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 limited partnerships
and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic
limited partnerships and other business entities that have merged or consolidated shall thenceforth attach to the surviving
or resulting domestic limited 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 limited partnership, including a domestic limited partnership which is not the surviving or resulting entity
in the merger or consolidation, shall not require such domestic limited partnership to wind up its affairs under § 17-803
of this title or pay its liabilities and distribute its assets under § 17-804 of this title, and the merger or consolidation
shall not constitute a dissolution of such limited partnership.
(i) Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger
or consolidation of a limited partnership that has become effective shall not affect any obligation or liability existing
at the time of such merger or consolidation of a general partner of a limited partnership which is merging or consolidating.
(j) If a limited partnership is a constituent party to a merger or consolidation that shall have become effective, but the
limited partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a
general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a
judgment based on a claim against the surviving or resulting entity of the merger or consolidation unless:
(1) 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;
(2) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the
surviving or resulting entity of the merger or consolidation;
(4) The general partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the
merger or consolidation;
(5) A court grants permission to the judgment creditor to levy execution against the assets of the general 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
(6) Liability is imposed on the general partner by law or contract independent of the existence of the surviving or resulting
entity of the merger or consolidation.
(k) A partnership agreement may provide that a domestic limited partnership shall not have the power to merge or consolidate
as set forth in this section.
(l) 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 limited 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 limited 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 limited partnership is causing a merger under this subsection, the domestic limited partnership shall file a
certificate of ownership and merger executed by at least 1 general partner on behalf of the domestic limited 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 limited partnership's partnership agreement and this chapter, and if the domestic limited
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 limited partnership or corporation upon surrender of each share of the corporation or corporations
not owned by the domestic limited 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 general partner in a surviving domestic limited
partnership (other than a limited liability limited 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 limited 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.
65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 19; 67 Del. Laws, c. 348, §§ 10, 11; 69 Del. Laws, c. 258, §§ 16-18; 70 Del. Laws, c. 78, §§ 16, 17; 70 Del. Laws, c. 362, § 9; 71 Del. Laws, c. 340, §§ 4-8; 72 Del. Laws, c. 386, § 6; 73 Del. Laws, c. 73, § 13; 73 Del. Laws, c. 329, §§ 19, 20; 74 Del. Laws, c. 265, §§ 2-4; 75 Del. Laws, c. 31, § 3; 76 Del. Laws, c. 104, §§ 18-21; 77 Del. Laws, c. 69, §§ 2, 3; 77 Del. Laws, c. 288, §§ 10-17.;
§ 17-212. Contractual appraisal rights.
A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal
rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class
or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger
or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of
the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the
limited partnership, or the sale of all or substantially all of the limited partnership's assets. The Court of Chancery shall
have jurisdiction to hear and determine any matter relating to any such appraisal rights.
69 Del. Laws, c. 258, § 19; 73 Del. Laws, c. 297, § 5; 76 Del. Laws, c. 104, § 22; 77 Del. Laws, c. 288, § 18.;
§ 17-213. Certificate of correction.
(a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this
chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously
executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction
of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth
the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. The certificate
of correction shall be effective as of the date the original certificate was filed except as to those persons who are substantially
and adversely affected by the correction, and as to those persons, the certificate of correction shall be effective from the
filing date.
(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a
corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected,
and a fee equal to the fee payable to the Secretary of State if the certificate being corrected were then being filed shall
be paid to and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the
corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the
inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected
in accordance with this section shall be effective as of the date the original certificate was filed except as to those persons
who are substantially and adversely affected by the correction and, as to those persons, the certificate as corrected shall
be effective from the filing date.
69 Del. Laws, c. 258, § 20; 71 Del. Laws, c. 78, § 14.;
§ 17-214. Limited partnerships as limited liability limited partnerships.
(a) A limited partnership may be formed as, or may become, a limited liability limited partnership pursuant to this section.
A limited partnership may become a limited liability limited partnership as permitted by the limited partnership's partnership
agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a
limited liability limited partnership, with the approval (i) by all general partners, and (ii) by the limited partners, or,
if there is more than 1 class or group of limited partners, then by each class or group of limited partners, in either case,
by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited
partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. To be
formed or to become, and to continue as, a limited liability limited partnership, a limited partnership shall, in addition
to complying with the requirements of this chapter:
(1) File a statement of qualification as provided in § 15-1001 of this title and thereafter an annual report as provided in
§ 15-1003 of this title; and
(2) Have as the last words or letters of its name the words "Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.,"
or the designation "LLLP."
(b) In applying the Delaware Revised Uniform Partnership Act [Chapter 15 of this title] to a limited liability limited partnership
for the purposes of subsections (a) and (c) of this section:
(1) Any statement shall be executed by at least 1 general partner of the limited partnership; and
(2) All references to partners mean general partners only.
(c) If a limited partnership is a limited liability limited partnership, (i) its partners who are liable for the debts, liabilities
and other obligations of the limited partnership shall have the limitation on liability afforded to partners of limited liability
partnerships under the Delaware Revised Uniform Partnership Act [Chapter 15 of this title], and (ii) no limited partner of
the limited partnership shall have any liability for the obligations of the limited partnership under § 17-303(a) of this
Subchapter II. Formation; Certificate of Limited Partnership
§ 17-201. Certificate of limited partnership.
(a) In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute
a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary
of State and set forth:
(1) The name of the limited 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 § 17-104 of this title;
(3) The name and the business, residence or mailing address of each general partner; and
(4) Any other matters the partners determine to include therein.
(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office
of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case,
there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter
shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the
limited partnership's certificate of limited partnership.
(c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make it unnecessary
to file any other documents under Chapter 31 of this title.
(d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing
of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such
filing, may be made effective as of the formation of the limited partnership or at such other time or date as provided in
or reflected by the partnership agreement.
6 Del. C. 1953, § 1702; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 422, § 4; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 67 Del. Laws, c. 348, § 7; 76 Del. Laws, c. 104, § 10.;
§ 17-202. Amendment to certificate.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary
of State. The certificate of amendment shall set forth:
(1) The name of the limited partnership; and
(2) The amendment to the certificate.
(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or
that any matter described has changed making the certificate false in any material respect, shall promptly amend the certificate.
(c) Notwithstanding the requirements of subsection (b) of this section, no later than 90 days after the happening of any of
the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events
shall be filed by a general partner:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) A change in the name of the limited partnership, or, except as provided in § 17-104(b) and (c) of this title, a change
in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may
determine.
(e) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective
at the time of its filing with the Secretary of State.
(f) If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided
in § 17-203 of this title:
(1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership,
the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address
of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment,
and each of whom shall not be subject to liability as a general partner by reason of such amendment; or
(2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's
affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address
of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment,
and each of whom shall not be subject to liability as a general partner by reason of such amendment. A person shown on a certificate
of limited partnership as a general partner who is not winding up a limited partnership's affairs need not execute a certificate
of amendment which is being executed and filed as required under this subsection.
6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 7; 67 Del. Laws, c. 348, § 8.;
§ 17-203. Cancellation of certificate.
A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the limited
partnership, or as provided in § 17-104(d) or § 17-104(i)(4) or § 17-1110 of this title, or upon the filing of a certificate
of merger or consolidation or a certificate of ownership and merger or a certificate of ownership and merger if the limited
partnership is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time
of a certificate of merger or consolidation or a certificate of ownership and merger if the limited partnership is not the
surviving or resulting entity in a merger or consolidation, or upon the filing of a certificate of transfer or upon the future
effective date or time of a certificate of transfer, or upon the filing of a certificate of conversion to non-Delaware entity
or upon the future effective date or time of a certificate of conversion to non-Delaware entity. A certificate of cancellation
shall be filed in the Office of the Secretary of State to accomplish the cancellation of a certificate of limited partnership
upon the dissolution and the completion of winding up of a limited partnership and shall set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective
upon the filing of the certificate; and
(4) Any other information the person filing the certificate of cancellation determines.
The Secretary of State shall not issue a certificate of good standing with respect to a limited partnership if its certificate
of limited partnership is canceled.
6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 8; 70 Del. Laws, c. 78, § 3; 70 Del. Laws, c. 362, § 1; 71 Del. Laws, c. 78, § 7; 71 Del. Laws, c. 340, § 3; 72 Del. Laws, c. 386, §§ 3-5; 73 Del. Laws, c. 297, § 3; 74 Del. Laws, c. 104, § 1; 75 Del. Laws, c. 414, § 5; 76 Del. Laws, c. 104, § 11; 77 Del. Laws, c. 288, § 4.;
§ 17-204. Execution.
(a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in
the following manner:
(1) An initial certificate of limited partnership, a certificate of limited partnership domestication, a certificate of conversion
to limited partnership, a certificate of conversion to a non-Delaware entity, a certificate of transfer and a certificate
of transfer and domestic continuance must be signed by all general partners or, in the case of a certificate of limited partnership
domestication or certificate of conversion to limited partnership, by any person authorized to execute such certificate on
behalf of the non-United States entity or other entity, respectively;
(2) A certificate of amendment or a certificate of correction must be signed by at least 1 general partner and by each other
general partner designated in the certificate of amendment or a certificate of correction as a new general partner, but if
the certificate of amendment or a certificate of correction reflects the withdrawal of a general partner as a general partner,
it need not be signed by that former general partner;
(3) A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the
limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding
up the limited partnership's affairs, a certificate of cancellation shall be signed by the limited partners or, if there is
more than 1 class or group of limited partners, then by each class or group of limited partners, in either case, by limited
partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership
owned by all of the limited partners or by the limited partners in each class or group, as appropriate;
(4) If a domestic limited partnership is filing a certificate of merger or consolidation or a certificate of ownership and
merger, the certificate of merger or consolidation or certificate of ownership and merger must be signed by at least 1 general
partner of the domestic limited partnership, or if the certificate of merger or consolidation is being filed by another business
entity (as defined in § 17-211(a) of this title), the certificate of merger or consolidation, must be signed by a person authorized
by such other business entity;
(5) A certificate of revival must be signed by at least 1 general partner; and
(6) A certificate of termination of a certificate with a future effective date or time or a certificate of amendment of a
certificate with a future effective date or time being filed in accordance with § 17-206(c) of this title shall be signed
in the same manner as the certificate with a future effective date or time being amended or terminated is required to be signed
under this chapter.
(b) Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter
into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including
a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof
need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the Office of the Secretary
of State, but if in writing, must be retained by a general partner.
(c) For all purposes of the laws of the State of Delaware, a power of attorney with respect to matters relating to the organization,
internal affairs or termination of a limited partnership or granted by a person as a partner or an assignee of a partnership
interest or by a person seeking to become a partner or an assignee of a partnership interest shall be irrevocable if it states
that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power. Such irrevocable
power of attorney, unless otherwise provided therein, shall not be affected by subsequent death, disability, incapacity, dissolution,
termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney with respect
to matters relating to the organization, internal affairs or termination of a limited partnership or granted by a person as
a partner or an assignee of a partnership interest or by a person seeking to become a partner or an assignee of a partnership
interest and, in either case, granted to the limited partnership, a general partner or limited partner thereof, or any of
their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with
an interest sufficient in law to support an irrevocable power.
(d) The execution of a certificate by a person who is authorized by this chapter to execute such certificate constitutes an
oath or affirmation, under the penalties of perjury in the third degree, that, to the best of such person's knowledge and
belief, the facts stated therein are true.
77 Del. Laws, c. 288, §§ 5, 6.;
§ 17-205. Execution, amendment or cancellation by judicial order.
(a) If a person required by § 17-204 of this title to execute any certificate fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate.
If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused
to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.
(b) If a person required to execute a partnership agreement or amendment thereof fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the partnership
agreement or amendment thereof. If the Court finds that the partnership agreement or amendment thereof should be executed
and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1.;
§ 17-206. Filing.
(a) The signed copy of the certificate of limited partnership and of any certificates of amendment, correction, amendment
of a certificate with a future effective date or time, termination of a certificate with a future effective date or time or
cancellation (or of any judicial decree of amendment or cancellation), and of any certificate of merger or consolidation,
any certificate of ownership and merger, any restated certificate, any corrected certificate, any certificate of conversion
to limited partnership, any certificate of conversion to a non-Delaware entity, any certificate of transfer, any certificate
of transfer and domestic continuance, any certificate of limited partnership domestication, and any certificate of revival
shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit
evidence of that person's authority as a prerequisite to filing. Any signature on any certificate authorized to be filed with
the Secretary of State under any provision of this chapter may be a facsimile, a conformed signature or an electronically
transmitted signature. Upon delivery of any certificate, the Secretary of State shall record the date and time of its delivery.
Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required
by law the Secretary of State shall:
(1) Certify that the certificate of limited partnership, the certificate of amendment, the certificate of correction, the
certificate of amendment of a certificate with a future effective date or time, the certificate of termination of a certificate
with a future effective date or time, the certificate of cancellation (or of any judicial decree of amendment or cancellation),
the certificate of merger or consolidation, the certificate of ownership and merger, restated certificate, the corrected certificate,
the certificate of conversion to limited partnership, the certificate of conversion to a non-Delaware entity, the certificate
of transfer, the certificate of transfer and domestic continuance, the certificate of limited partnership domestication or
certificate of revival has been filed in the Secretary of State's office by endorsing upon the signed certificate the word
"Filed," and the date and time of the filing. This endorsement is conclusive of the date and time of its filing in the absence
of actual fraud. Except as provided in paragraph (a)(5) or (a)(6) of this section, such date and time of filing of a certificate
shall be the date and time of delivery of the certificate;
(2) File and index the endorsed certificate;
(3) Prepare and return to the person who filed it or that person's representative a copy of the signed certificate, similarly
endorsed, and shall certify such copy as a true copy of the signed certificate; and
(4) Cause to be entered such information from the certificate as the Secretary of State deems appropriate into the Delaware
Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such
information and a copy of such certificate shall be permanently maintained as a public record on a suitable medium. The Secretary
of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating
agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate
the existence of policies to ensure that information entered into the system accurately reflects the content of certificates
in the possession of the registered agent at the time of entry.
(5) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as
the date and time of filing of a certificate a date and time after its delivery. If the Secretary of State refuses to file
any certificate due to an error, omission or other imperfection, the Secretary of State may hold such certificate in suspension,
and in such event, upon delivery of a replacement certificate in proper form for filing and tender of the required fees within
5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the date
and time of filing of such certificate the date and time that would have been the date and time of filing of the rejected
certificate had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect
to any limited partnership with a certificate held in suspension pursuant to this subsection. The Secretary of State may establish
as the date and time of filing of a certificate the date and time at which information from such certificate is entered pursuant
to subdivision (a)(4) of this section if such certificate is delivered on the same date and within 4 hours after such information
is entered.
(6) If:
a. Together with the actual delivery of a certificate and tender of the required fees, there is delivered to the Secretary
of State a separate affidavit (which in its heading shall be designated as an affidavit of extraordinary condition) attesting,
on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier
effort to deliver such certificate and tender such fees was made in good faith, specifying the nature, date and time of such
good faith effort and requesting that the Secretary of State establish such date and time as the date and time of filing of
such certificate; or
b. Upon the actual delivery of a certificate and tender of the required fees, the Secretary of State in his or her discretion
provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that
an earlier effort to deliver such certificate and tender such fees was made in good faith and specifying the date and time
of such effort; and
c. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort
was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were
made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition, then
the Secretary of State may establish such date and time as the date and time of filing of such certificate. No fee shall be
paid to the Secretary of State for receiving an affidavit of extraordinary condition. For purposes of this subsection, an
extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military forces
of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the
United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver
the certificate and tender the required fees is made, or the immediate threat of any of the foregoing; or any malfunction
or outage of the electrical or telephone service to the Secretary of State's office, or weather or other condition in or about
a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State's office is
not open for the purpose of the filing of certificates under this chapter or such filing cannot be effected without extraordinary
effort. The Secretary of State may require such proof as it deems necessary to make the determination required under this
subparagraph c. of this subdivision, and any such determination shall be conclusive in the absence of actual fraud. If the
Secretary of State establishes the date and time of filing of a certificate pursuant to this subsection, the date and time
of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State's written waiver of
such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached
to the filed certificate to which it relates. Such filed certificate shall be effective as of the date and time established
as the date and time of filing by the Secretary of State pursuant to this subsection, except as to those persons who are substantially
and adversely affected by such establishment and, as to those persons, the certificate shall be effective from the date and
time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.
(b) Upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected
certificate or restated certificate in the Office of the Secretary of State, or upon the future effective date or time of
a certificate of amendment (or judicial decree thereof) or restated certificate, as provided for therein, the certificate
of limited partnership shall be amended, corrected or restated as set forth therein. Upon the filing of a certificate of cancellation
(or a judicial decree thereof), or a certificate of merger or consolidation or a certificate of ownership and merger which
acts as a certificate of cancellation, or a certificate of transfer, or a certificate of conversion to a non-Delaware entity,
or upon the future effective date or time of a certificate of cancellation (or a judicial decree thereof) or of a certificate
of merger or consolidation or a certificate of ownership and merger which acts as a certificate of cancellation, or a certificate
of transfer, or a certificate of conversion to a non-Delaware entity, as provided for therein, or as specified in § 17-104(d),
§ 17-104(i)(4) or § 17-1110(a) of this title, the certificate of limited partnership is canceled. Upon the filing of a certificate
of limited partnership domestication, or upon the future effective date or time of a certificate of limited partnership domestication,
the entity filing the certificate of limited partnership domestication is domesticated as a limited partnership with the effect
provided in § 17-215 of this title. Upon the filing of a certificate of conversion to limited partnership, or upon the future
effective date or time of a certificate of conversion to limited partnership, the entity filing the certificate of conversion
to limited partnership is converted to a limited partnership with the effect provided in § 17-217 of this title. Upon the
filing of a certificate of revival, the limited partnership shall be revived with the effect provided in § 17-1111 of this
title. Upon the filing of a certificate of transfer and domestic continuance, or upon the future effective date or time of
a certificate of transfer and domestic continuance, as provided for therein, the limited partnership filing the certificate
of transfer and domestic continuance shall continue to exist as a limited partnership of the State of Delaware with the effect
provided in § 17-216 of this title.
(c) If any certificate filed in accordance with this chapter provides for a future effective date or time and if, prior to
such future effective date or time set forth in such certificate, the transaction is terminated or its terms are amended to
change the future effective date or time or any other matter described in such certificate so as to make such certificate
false or inaccurate in any respect, such certificate shall, prior to the future effective date or time set forth in such certificate,
be terminated or amended by the filing of a certificate of termination or certificate of amendment of such certificate, executed
in accordance with § 17-204 of this title, which shall identify the certificate which has been terminated or amended and shall
state that the certificate has been terminated or the manner in which it has been amended. Upon the filing of a certificate
of amendment of a certificate with a future effective date or time, the certificate identified in such certificate of amendment
is amended. Upon the filing of a certificate of termination of a certificate with a future effective date or time, the certificate
identified in such certificate of termination is terminated.
(d) A fee as set forth in § 17-1107(a)(3) of this title shall be paid at the time of the filing of a certificate of limited
partnership, a certificate of amendment, a certificate of correction, a certificate of amendment of a certificate with a future
effective date or time, a certificate of termination of a certificate with a future effective date or time, a certificate
of cancellation, a certificate of merger or consolidation, a certificate of ownership and merger, a restated certificate,
a corrected certificate, a certificate of conversion to limited partnership, a certificate of conversion to a non-Delaware
entity, a certificate of transfer, certificate of transfer and domestic continuance, a certificate of limited partnership
domestication or a certificate of revival.
(e) A fee as set forth in § 17-1107(a)(4) of this title shall be paid for a certified copy of any paper on file as provided
for by this chapter, and a fee as set forth in § 17-1107(a)(5) of this title shall be paid for each page copied.
6 Del. C. 1953, § 1702; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 4; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, §§ 13-16; 69 Del. Laws, c. 258, §§ 9-12; 70 Del. Laws, c. 78, §§ 6-14; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 362, §§ 3-6; 71 Del. Laws, c. 78, §§ 9-12; 73 Del. Laws, c. 73, §§ 6-12; 73 Del. Laws, c. 297, § 4; 74 Del. Laws, c. 104, §§ 3-11; 75 Del. Laws, c. 414, § 6; 76 Del. Laws, c. 104, §§ 13-16; 77 Del. Laws, c. 288, §§ 7-9.;
§ 17-207. Liability for false statement.
(a) If any certificate of limited partnership or certificate of amendment, correction, revival or cancellation or certificate
of conversion to limited partnership, or certificate of conversion to a non-Delaware entity, certificate of transfer, certificate
of transfer and domestic continuance, or certificate of limited partnership domestication contains a materially false statement,
one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
(1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material
respect at the time the certificate was executed; and
(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any
material respect or has changed, making the statement false in any material respect, if that general partner had sufficient
time to amend, correct or cancel the certificate, or to file a petition for its amendment, correction or cancellation, before
the statement was reasonably relied upon.
(b) No general partner shall have any liability for failing to cause the amendment, correction or cancellation of a certificate
to be filed or failing to file a petition for its amendment, correction or cancellation pursuant to subsection (a) of this
section if the certificate of amendment, certificate of correction, certificate of cancellation or petition is filed within
90 days of when that general partner knew or should have known to the extent provided in subsection (a) of this section that
the statement in the certificate was false in any material respect.
6 Del. C. 1953, § 1706; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 69 Del. Laws, c. 258, §§ 13-15; 70 Del. Laws, c. 78, § 15; 70 Del. Laws, c. 362, § 7; 71 Del. Laws, c. 78, § 13; 74 Del. Laws, c. 104, § 12; 76 Del. Laws, c. 104, § 17.;
§ 17-208. Notice.
The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership
is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate
of limited partnership by § 17-201(a)(1)-(3) and by § 17-202(f) of this title and which are permitted to be set forth in a
certificate of limited partnership by § 17-218(b) of this title.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 17; 70 Del. Laws, c. 362, § 8.;
§ 17-209. Delivery of certificates to limited partners.
Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked "Filed," the general
partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so
requires.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1.;
§ 17-210. Restated certificate.
(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate
of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the
Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in this subchapter
and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of
limited partnership.
(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial
certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant
to any of the sections in this subchapter, it shall be specifically designated in its heading as a "Restated Certificate of
Limited Partnership" together with such other words as the partnership may deem appropriate and shall be executed by a general
partner and filed as provided in § 17-206 of this title in the Office of the Secretary of State. If the restated certificate
restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended
or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership"
together with such other words as the partnership may deem appropriate and shall be executed by at least 1 general partner
and by each other general partner designated in the restated certificate of limited partnership as a new general partner,
but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate
of limited partnership need not be signed by that former general partner, and filed as provided in § 17-206 of this title
in the Office of the Secretary of State.
(c) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the
limited partnership's present name, and, if it has been changed, the name under which it was originally filed, and the date
of filing of its original certificate of limited partnership with the Secretary of State, and the future effective date or
time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the
restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with
this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's
certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions
and the restated certificate, it shall state that fact as well.
(d) Upon the filing of the restated certificate of limited partnership with the Secretary of State, or upon the future effective
date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited
partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited
partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the
limited partnership, but the original effective date of formation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership
shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate
certificate of amendment were filed to effect such amendment or change.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 18.;
§ 17-211. Merger and consolidation.
(a) As used in this section, "other business entity" means a corporation, a statutory trust, a business trust, an association,
a real estate investment trust, a common-law trust, a limited liability company, or an unincorporated business or entity,
including a partnership (whether general (including a limited liability partnership) or limited (including a foreign limited
liability limited partnership), but excluding a domestic limited partnership). As used in this section and in §§ 17-212 and
17-301 of this title, "plan of merger" means a writing approved by a domestic limited partnership, in the form of resolutions
or otherwise, that states the terms and conditions of a merger under subsection (l) of this section.
(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited partnerships may merge or consolidate
with or into 1 or more domestic limited 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 limited partnership or other business entity as the agreement shall provide being
the surviving or resulting domestic limited 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 limited partnership
which is to merge or consolidate (1) by all general partners, and (2) by the limited partners or, if there is more than 1
class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who
own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited partnership
owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with
a merger or consolidation hereunder, rights or securities of, or interests in, a limited 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 limited 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
limited partnership or other business entity which is not the surviving or resulting limited 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 (l) of this section, if a domestic limited partnership is merging or consolidating
under this section, the domestic limited 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 general partner on behalf of the
domestic limited partnership when it is the surviving or resulting entity in the office of 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 limited 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 limited partnerships
and other business entities which is to merge or consolidate;
(3) The name of the surviving or resulting domestic limited partnership or other business entity;
(4) In the case of a merger in which a domestic limited partnership is the surviving entity, such amendments, if any, to the
certificate of limited partnership of the surviving domestic limited partnership (and in the case of a surviving domestic
limited partnership that is a limited liability limited partnership, to the statement of qualification of such surviving domestic
limited partnership filed under § 15-1001 of this title) 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
limited 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 limited
partnership or other business entity, on request and without cost, to any partner of any domestic limited 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 a domestic limited partnership (including a limited liability limited partnership),
or a corporation, limited liability company, partnership (including a limited liability partnership) or statutory trust organized
under the laws of the State of Delaware, a statement that such surviving or resulting other business 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 limited 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. 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 service hereunder upon the Secretary of State, the procedures set forth in § 17-911(c) 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 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 such process as required by the Secretary of State, and the Secretary
of State shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in
accordance with the procedures set forth in § 17-911(c) of this title.
(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation pursuant to
this section which was effective prior to September 1, 1988, 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 (l) 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 in the
Office of 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
for a domestic limited 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 certificate of limited partnership (and if applicable to the statement of qualification) of the limited partnership,
and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership
under § 17-202 of this title (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
limited partnership if it is the surviving or resulting limited 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 limited partnership to the merger
or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall
be the partnership agreement of the surviving or resulting limited partnership. Unless otherwise provided in a partnership
agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and
effective on or prior to July 31, 2005, shall continue to be governed by this subsection as in effect on July 31, 2005.
(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 limited 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 limited
partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic
limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership
or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership
or other business entity as they were of each of the domestic limited 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 limited 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 limited partnerships
and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic
limited partnerships and other business entities that have merged or consolidated shall thenceforth attach to the surviving
or resulting domestic limited 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 limited partnership, including a domestic limited partnership which is not the surviving or resulting entity
in the merger or consolidation, shall not require such domestic limited partnership to wind up its affairs under § 17-803
of this title or pay its liabilities and distribute its assets under § 17-804 of this title, and the merger or consolidation
shall not constitute a dissolution of such limited partnership.
(i) Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger
or consolidation of a limited partnership that has become effective shall not affect any obligation or liability existing
at the time of such merger or consolidation of a general partner of a limited partnership which is merging or consolidating.
(j) If a limited partnership is a constituent party to a merger or consolidation that shall have become effective, but the
limited partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a
general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a
judgment based on a claim against the surviving or resulting entity of the merger or consolidation unless:
(1) 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;
(2) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the
surviving or resulting entity of the merger or consolidation;
(4) The general partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the
merger or consolidation;
(5) A court grants permission to the judgment creditor to levy execution against the assets of the general 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
(6) Liability is imposed on the general partner by law or contract independent of the existence of the surviving or resulting
entity of the merger or consolidation.
(k) A partnership agreement may provide that a domestic limited partnership shall not have the power to merge or consolidate
as set forth in this section.
(l) 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 limited 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 limited 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 limited partnership is causing a merger under this subsection, the domestic limited partnership shall file a
certificate of ownership and merger executed by at least 1 general partner on behalf of the domestic limited 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 limited partnership's partnership agreement and this chapter, and if the domestic limited
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 limited partnership or corporation upon surrender of each share of the corporation or corporations
not owned by the domestic limited 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 general partner in a surviving domestic limited
partnership (other than a limited liability limited 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 limited 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.
65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 19; 67 Del. Laws, c. 348, §§ 10, 11; 69 Del. Laws, c. 258, §§ 16-18; 70 Del. Laws, c. 78, §§ 16, 17; 70 Del. Laws, c. 362, § 9; 71 Del. Laws, c. 340, §§ 4-8; 72 Del. Laws, c. 386, § 6; 73 Del. Laws, c. 73, § 13; 73 Del. Laws, c. 329, §§ 19, 20; 74 Del. Laws, c. 265, §§ 2-4; 75 Del. Laws, c. 31, § 3; 76 Del. Laws, c. 104, §§ 18-21; 77 Del. Laws, c. 69, §§ 2, 3; 77 Del. Laws, c. 288, §§ 10-17.;
§ 17-212. Contractual appraisal rights.
A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal
rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class
or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger
or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of
the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the
limited partnership, or the sale of all or substantially all of the limited partnership's assets. The Court of Chancery shall
have jurisdiction to hear and determine any matter relating to any such appraisal rights.
69 Del. Laws, c. 258, § 19; 73 Del. Laws, c. 297, § 5; 76 Del. Laws, c. 104, § 22; 77 Del. Laws, c. 288, § 18.;
§ 17-213. Certificate of correction.
(a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this
chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously
executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction
of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth
the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. The certificate
of correction shall be effective as of the date the original certificate was filed except as to those persons who are substantially
and adversely affected by the correction, and as to those persons, the certificate of correction shall be effective from the
filing date.
(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a
corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected,
and a fee equal to the fee payable to the Secretary of State if the certificate being corrected were then being filed shall
be paid to and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the
corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the
inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected
in accordance with this section shall be effective as of the date the original certificate was filed except as to those persons
who are substantially and adversely affected by the correction and, as to those persons, the certificate as corrected shall
be effective from the filing date.
69 Del. Laws, c. 258, § 20; 71 Del. Laws, c. 78, § 14.;
§ 17-214. Limited partnerships as limited liability limited partnerships.
(a) A limited partnership may be formed as, or may become, a limited liability limited partnership pursuant to this section.
A limited partnership may become a limited liability limited partnership as permitted by the limited partnership's partnership
agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a
limited liability limited partnership, with the approval (i) by all general partners, and (ii) by the limited partners, or,
if there is more than 1 class or group of limited partners, then by each class or group of limited partners, in either case,
by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited
partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. To be
formed or to become, and to continue as, a limited liability limited partnership, a limited partnership shall, in addition
to complying with the requirements of this chapter:
(1) File a statement of qualification as provided in § 15-1001 of this title and thereafter an annual report as provided in
§ 15-1003 of this title; and
(2) Have as the last words or letters of its name the words "Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.,"
or the designation "LLLP."
(b) In applying the Delaware Revised Uniform Partnership Act [Chapter 15 of this title] to a limited liability limited partnership
for the purposes of subsections (a) and (c) of this section:
(1) Any statement shall be executed by at least 1 general partner of the limited partnership; and
(2) All references to partners mean general partners only.
(c) If a limited partnership is a limited liability limited partnership, (i) its partners who are liable for the debts, liabilities
and other obligations of the limited partnership shall have the limitation on liability afforded to partners of limited liability
partnerships under the Delaware Revised Uniform Partnership Act [Chapter 15 of this title], and (ii) no limited partner of
the limited partnership shall have any liability for the obligations of the limited partnership under § 17-303(a) of this
Subchapter II. Formation; Certificate of Limited Partnership
§ 17-201. Certificate of limited partnership.
(a) In order to form a limited partnership, 1 or more persons (but not less than all of the general partners) must execute
a certificate of limited partnership. The certificate of limited partnership shall be filed in the Office of the Secretary
of State and set forth:
(1) The name of the limited 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 § 17-104 of this title;
(3) The name and the business, residence or mailing address of each general partner; and
(4) Any other matters the partners determine to include therein.
(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the Office
of the Secretary of State or at any later date or time specified in the certificate of limited partnership if, in either case,
there has been substantial compliance with the requirements of this section. A limited partnership formed under this chapter
shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the
limited partnership's certificate of limited partnership.
(c) The filing of the certificate of limited partnership in the Office of the Secretary of State shall make it unnecessary
to file any other documents under Chapter 31 of this title.
(d) A partnership agreement shall be entered into or otherwise existing either before, after or at the time of the filing
of a certificate of limited partnership and, whether entered into or otherwise existing before, after or at the time of such
filing, may be made effective as of the formation of the limited partnership or at such other time or date as provided in
or reflected by the partnership agreement.
6 Del. C. 1953, § 1702; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 422, § 4; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 67 Del. Laws, c. 348, § 7; 76 Del. Laws, c. 104, § 10.;
§ 17-202. Amendment to certificate.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary
of State. The certificate of amendment shall set forth:
(1) The name of the limited partnership; and
(2) The amendment to the certificate.
(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or
that any matter described has changed making the certificate false in any material respect, shall promptly amend the certificate.
(c) Notwithstanding the requirements of subsection (b) of this section, no later than 90 days after the happening of any of
the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events
shall be filed by a general partner:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) A change in the name of the limited partnership, or, except as provided in § 17-104(b) and (c) of this title, a change
in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may
determine.
(e) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective
at the time of its filing with the Secretary of State.
(f) If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided
in § 17-203 of this title:
(1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership,
the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address
of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment,
and each of whom shall not be subject to liability as a general partner by reason of such amendment; or
(2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's
affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address
of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment,
and each of whom shall not be subject to liability as a general partner by reason of such amendment. A person shown on a certificate
of limited partnership as a general partner who is not winding up a limited partnership's affairs need not execute a certificate
of amendment which is being executed and filed as required under this subsection.
6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 7; 67 Del. Laws, c. 348, § 8.;
§ 17-203. Cancellation of certificate.
A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the limited
partnership, or as provided in § 17-104(d) or § 17-104(i)(4) or § 17-1110 of this title, or upon the filing of a certificate
of merger or consolidation or a certificate of ownership and merger or a certificate of ownership and merger if the limited
partnership is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time
of a certificate of merger or consolidation or a certificate of ownership and merger if the limited partnership is not the
surviving or resulting entity in a merger or consolidation, or upon the filing of a certificate of transfer or upon the future
effective date or time of a certificate of transfer, or upon the filing of a certificate of conversion to non-Delaware entity
or upon the future effective date or time of a certificate of conversion to non-Delaware entity. A certificate of cancellation
shall be filed in the Office of the Secretary of State to accomplish the cancellation of a certificate of limited partnership
upon the dissolution and the completion of winding up of a limited partnership and shall set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective
upon the filing of the certificate; and
(4) Any other information the person filing the certificate of cancellation determines.
The Secretary of State shall not issue a certificate of good standing with respect to a limited partnership if its certificate
of limited partnership is canceled.
6 Del. C. 1953, §§ 1724, 1725; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 8; 70 Del. Laws, c. 78, § 3; 70 Del. Laws, c. 362, § 1; 71 Del. Laws, c. 78, § 7; 71 Del. Laws, c. 340, § 3; 72 Del. Laws, c. 386, §§ 3-5; 73 Del. Laws, c. 297, § 3; 74 Del. Laws, c. 104, § 1; 75 Del. Laws, c. 414, § 5; 76 Del. Laws, c. 104, § 11; 77 Del. Laws, c. 288, § 4.;
§ 17-204. Execution.
(a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in
the following manner:
(1) An initial certificate of limited partnership, a certificate of limited partnership domestication, a certificate of conversion
to limited partnership, a certificate of conversion to a non-Delaware entity, a certificate of transfer and a certificate
of transfer and domestic continuance must be signed by all general partners or, in the case of a certificate of limited partnership
domestication or certificate of conversion to limited partnership, by any person authorized to execute such certificate on
behalf of the non-United States entity or other entity, respectively;
(2) A certificate of amendment or a certificate of correction must be signed by at least 1 general partner and by each other
general partner designated in the certificate of amendment or a certificate of correction as a new general partner, but if
the certificate of amendment or a certificate of correction reflects the withdrawal of a general partner as a general partner,
it need not be signed by that former general partner;
(3) A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the
limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding
up the limited partnership's affairs, a certificate of cancellation shall be signed by the limited partners or, if there is
more than 1 class or group of limited partners, then by each class or group of limited partners, in either case, by limited
partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership
owned by all of the limited partners or by the limited partners in each class or group, as appropriate;
(4) If a domestic limited partnership is filing a certificate of merger or consolidation or a certificate of ownership and
merger, the certificate of merger or consolidation or certificate of ownership and merger must be signed by at least 1 general
partner of the domestic limited partnership, or if the certificate of merger or consolidation is being filed by another business
entity (as defined in § 17-211(a) of this title), the certificate of merger or consolidation, must be signed by a person authorized
by such other business entity;
(5) A certificate of revival must be signed by at least 1 general partner; and
(6) A certificate of termination of a certificate with a future effective date or time or a certificate of amendment of a
certificate with a future effective date or time being filed in accordance with § 17-206(c) of this title shall be signed
in the same manner as the certificate with a future effective date or time being amended or terminated is required to be signed
under this chapter.
(b) Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter
into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including
a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof
need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the Office of the Secretary
of State, but if in writing, must be retained by a general partner.
(c) For all purposes of the laws of the State of Delaware, a power of attorney with respect to matters relating to the organization,
internal affairs or termination of a limited partnership or granted by a person as a partner or an assignee of a partnership
interest or by a person seeking to become a partner or an assignee of a partnership interest shall be irrevocable if it states
that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power. Such irrevocable
power of attorney, unless otherwise provided therein, shall not be affected by subsequent death, disability, incapacity, dissolution,
termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney with respect
to matters relating to the organization, internal affairs or termination of a limited partnership or granted by a person as
a partner or an assignee of a partnership interest or by a person seeking to become a partner or an assignee of a partnership
interest and, in either case, granted to the limited partnership, a general partner or limited partner thereof, or any of
their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with
an interest sufficient in law to support an irrevocable power.
(d) The execution of a certificate by a person who is authorized by this chapter to execute such certificate constitutes an
oath or affirmation, under the penalties of perjury in the third degree, that, to the best of such person's knowledge and
belief, the facts stated therein are true.
77 Del. Laws, c. 288, §§ 5, 6.;
§ 17-205. Execution, amendment or cancellation by judicial order.
(a) If a person required by § 17-204 of this title to execute any certificate fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate.
If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused
to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.
(b) If a person required to execute a partnership agreement or amendment thereof fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the partnership
agreement or amendment thereof. If the Court finds that the partnership agreement or amendment thereof should be executed
and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1.;
§ 17-206. Filing.
(a) The signed copy of the certificate of limited partnership and of any certificates of amendment, correction, amendment
of a certificate with a future effective date or time, termination of a certificate with a future effective date or time or
cancellation (or of any judicial decree of amendment or cancellation), and of any certificate of merger or consolidation,
any certificate of ownership and merger, any restated certificate, any corrected certificate, any certificate of conversion
to limited partnership, any certificate of conversion to a non-Delaware entity, any certificate of transfer, any certificate
of transfer and domestic continuance, any certificate of limited partnership domestication, and any certificate of revival
shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit
evidence of that person's authority as a prerequisite to filing. Any signature on any certificate authorized to be filed with
the Secretary of State under any provision of this chapter may be a facsimile, a conformed signature or an electronically
transmitted signature. Upon delivery of any certificate, the Secretary of State shall record the date and time of its delivery.
Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required
by law the Secretary of State shall:
(1) Certify that the certificate of limited partnership, the certificate of amendment, the certificate of correction, the
certificate of amendment of a certificate with a future effective date or time, the certificate of termination of a certificate
with a future effective date or time, the certificate of cancellation (or of any judicial decree of amendment or cancellation),
the certificate of merger or consolidation, the certificate of ownership and merger, restated certificate, the corrected certificate,
the certificate of conversion to limited partnership, the certificate of conversion to a non-Delaware entity, the certificate
of transfer, the certificate of transfer and domestic continuance, the certificate of limited partnership domestication or
certificate of revival has been filed in the Secretary of State's office by endorsing upon the signed certificate the word
"Filed," and the date and time of the filing. This endorsement is conclusive of the date and time of its filing in the absence
of actual fraud. Except as provided in paragraph (a)(5) or (a)(6) of this section, such date and time of filing of a certificate
shall be the date and time of delivery of the certificate;
(2) File and index the endorsed certificate;
(3) Prepare and return to the person who filed it or that person's representative a copy of the signed certificate, similarly
endorsed, and shall certify such copy as a true copy of the signed certificate; and
(4) Cause to be entered such information from the certificate as the Secretary of State deems appropriate into the Delaware
Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such
information and a copy of such certificate shall be permanently maintained as a public record on a suitable medium. The Secretary
of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating
agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate
the existence of policies to ensure that information entered into the system accurately reflects the content of certificates
in the possession of the registered agent at the time of entry.
(5) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as
the date and time of filing of a certificate a date and time after its delivery. If the Secretary of State refuses to file
any certificate due to an error, omission or other imperfection, the Secretary of State may hold such certificate in suspension,
and in such event, upon delivery of a replacement certificate in proper form for filing and tender of the required fees within
5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the date
and time of filing of such certificate the date and time that would have been the date and time of filing of the rejected
certificate had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect
to any limited partnership with a certificate held in suspension pursuant to this subsection. The Secretary of State may establish
as the date and time of filing of a certificate the date and time at which information from such certificate is entered pursuant
to subdivision (a)(4) of this section if such certificate is delivered on the same date and within 4 hours after such information
is entered.
(6) If:
a. Together with the actual delivery of a certificate and tender of the required fees, there is delivered to the Secretary
of State a separate affidavit (which in its heading shall be designated as an affidavit of extraordinary condition) attesting,
on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier
effort to deliver such certificate and tender such fees was made in good faith, specifying the nature, date and time of such
good faith effort and requesting that the Secretary of State establish such date and time as the date and time of filing of
such certificate; or
b. Upon the actual delivery of a certificate and tender of the required fees, the Secretary of State in his or her discretion
provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that
an earlier effort to deliver such certificate and tender such fees was made in good faith and specifying the date and time
of such effort; and
c. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort
was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were
made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition, then
the Secretary of State may establish such date and time as the date and time of filing of such certificate. No fee shall be
paid to the Secretary of State for receiving an affidavit of extraordinary condition. For purposes of this subsection, an
extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military forces
of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the
United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver
the certificate and tender the required fees is made, or the immediate threat of any of the foregoing; or any malfunction
or outage of the electrical or telephone service to the Secretary of State's office, or weather or other condition in or about
a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State's office is
not open for the purpose of the filing of certificates under this chapter or such filing cannot be effected without extraordinary
effort. The Secretary of State may require such proof as it deems necessary to make the determination required under this
subparagraph c. of this subdivision, and any such determination shall be conclusive in the absence of actual fraud. If the
Secretary of State establishes the date and time of filing of a certificate pursuant to this subsection, the date and time
of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State's written waiver of
such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached
to the filed certificate to which it relates. Such filed certificate shall be effective as of the date and time established
as the date and time of filing by the Secretary of State pursuant to this subsection, except as to those persons who are substantially
and adversely affected by such establishment and, as to those persons, the certificate shall be effective from the date and
time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.
(b) Upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected
certificate or restated certificate in the Office of the Secretary of State, or upon the future effective date or time of
a certificate of amendment (or judicial decree thereof) or restated certificate, as provided for therein, the certificate
of limited partnership shall be amended, corrected or restated as set forth therein. Upon the filing of a certificate of cancellation
(or a judicial decree thereof), or a certificate of merger or consolidation or a certificate of ownership and merger which
acts as a certificate of cancellation, or a certificate of transfer, or a certificate of conversion to a non-Delaware entity,
or upon the future effective date or time of a certificate of cancellation (or a judicial decree thereof) or of a certificate
of merger or consolidation or a certificate of ownership and merger which acts as a certificate of cancellation, or a certificate
of transfer, or a certificate of conversion to a non-Delaware entity, as provided for therein, or as specified in § 17-104(d),
§ 17-104(i)(4) or § 17-1110(a) of this title, the certificate of limited partnership is canceled. Upon the filing of a certificate
of limited partnership domestication, or upon the future effective date or time of a certificate of limited partnership domestication,
the entity filing the certificate of limited partnership domestication is domesticated as a limited partnership with the effect
provided in § 17-215 of this title. Upon the filing of a certificate of conversion to limited partnership, or upon the future
effective date or time of a certificate of conversion to limited partnership, the entity filing the certificate of conversion
to limited partnership is converted to a limited partnership with the effect provided in § 17-217 of this title. Upon the
filing of a certificate of revival, the limited partnership shall be revived with the effect provided in § 17-1111 of this
title. Upon the filing of a certificate of transfer and domestic continuance, or upon the future effective date or time of
a certificate of transfer and domestic continuance, as provided for therein, the limited partnership filing the certificate
of transfer and domestic continuance shall continue to exist as a limited partnership of the State of Delaware with the effect
provided in § 17-216 of this title.
(c) If any certificate filed in accordance with this chapter provides for a future effective date or time and if, prior to
such future effective date or time set forth in such certificate, the transaction is terminated or its terms are amended to
change the future effective date or time or any other matter described in such certificate so as to make such certificate
false or inaccurate in any respect, such certificate shall, prior to the future effective date or time set forth in such certificate,
be terminated or amended by the filing of a certificate of termination or certificate of amendment of such certificate, executed
in accordance with § 17-204 of this title, which shall identify the certificate which has been terminated or amended and shall
state that the certificate has been terminated or the manner in which it has been amended. Upon the filing of a certificate
of amendment of a certificate with a future effective date or time, the certificate identified in such certificate of amendment
is amended. Upon the filing of a certificate of termination of a certificate with a future effective date or time, the certificate
identified in such certificate of termination is terminated.
(d) A fee as set forth in § 17-1107(a)(3) of this title shall be paid at the time of the filing of a certificate of limited
partnership, a certificate of amendment, a certificate of correction, a certificate of amendment of a certificate with a future
effective date or time, a certificate of termination of a certificate with a future effective date or time, a certificate
of cancellation, a certificate of merger or consolidation, a certificate of ownership and merger, a restated certificate,
a corrected certificate, a certificate of conversion to limited partnership, a certificate of conversion to a non-Delaware
entity, a certificate of transfer, certificate of transfer and domestic continuance, a certificate of limited partnership
domestication or a certificate of revival.
(e) A fee as set forth in § 17-1107(a)(4) of this title shall be paid for a certified copy of any paper on file as provided
for by this chapter, and a fee as set forth in § 17-1107(a)(5) of this title shall be paid for each page copied.
6 Del. C. 1953, § 1702; 59 Del. Laws, c. 105, § 1; 59 Del. Laws, c. 442, § 4; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, §§ 13-16; 69 Del. Laws, c. 258, §§ 9-12; 70 Del. Laws, c. 78, §§ 6-14; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 362, §§ 3-6; 71 Del. Laws, c. 78, §§ 9-12; 73 Del. Laws, c. 73, §§ 6-12; 73 Del. Laws, c. 297, § 4; 74 Del. Laws, c. 104, §§ 3-11; 75 Del. Laws, c. 414, § 6; 76 Del. Laws, c. 104, §§ 13-16; 77 Del. Laws, c. 288, §§ 7-9.;
§ 17-207. Liability for false statement.
(a) If any certificate of limited partnership or certificate of amendment, correction, revival or cancellation or certificate
of conversion to limited partnership, or certificate of conversion to a non-Delaware entity, certificate of transfer, certificate
of transfer and domestic continuance, or certificate of limited partnership domestication contains a materially false statement,
one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
(1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material
respect at the time the certificate was executed; and
(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any
material respect or has changed, making the statement false in any material respect, if that general partner had sufficient
time to amend, correct or cancel the certificate, or to file a petition for its amendment, correction or cancellation, before
the statement was reasonably relied upon.
(b) No general partner shall have any liability for failing to cause the amendment, correction or cancellation of a certificate
to be filed or failing to file a petition for its amendment, correction or cancellation pursuant to subsection (a) of this
section if the certificate of amendment, certificate of correction, certificate of cancellation or petition is filed within
90 days of when that general partner knew or should have known to the extent provided in subsection (a) of this section that
the statement in the certificate was false in any material respect.
6 Del. C. 1953, § 1706; 59 Del. Laws, c. 105, § 1; 63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 69 Del. Laws, c. 258, §§ 13-15; 70 Del. Laws, c. 78, § 15; 70 Del. Laws, c. 362, § 7; 71 Del. Laws, c. 78, § 13; 74 Del. Laws, c. 104, § 12; 76 Del. Laws, c. 104, § 17.;
§ 17-208. Notice.
The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership
is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate
of limited partnership by § 17-201(a)(1)-(3) and by § 17-202(f) of this title and which are permitted to be set forth in a
certificate of limited partnership by § 17-218(b) of this title.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 17; 70 Del. Laws, c. 362, § 8.;
§ 17-209. Delivery of certificates to limited partners.
Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked "Filed," the general
partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so
requires.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1.;
§ 17-210. Restated certificate.
(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate
of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the
Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in this subchapter
and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of
limited partnership.
(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial
certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant
to any of the sections in this subchapter, it shall be specifically designated in its heading as a "Restated Certificate of
Limited Partnership" together with such other words as the partnership may deem appropriate and shall be executed by a general
partner and filed as provided in § 17-206 of this title in the Office of the Secretary of State. If the restated certificate
restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended
or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership"
together with such other words as the partnership may deem appropriate and shall be executed by at least 1 general partner
and by each other general partner designated in the restated certificate of limited partnership as a new general partner,
but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate
of limited partnership need not be signed by that former general partner, and filed as provided in § 17-206 of this title
in the Office of the Secretary of State.
(c) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the
limited partnership's present name, and, if it has been changed, the name under which it was originally filed, and the date
of filing of its original certificate of limited partnership with the Secretary of State, and the future effective date or
time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the
restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with
this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's
certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions
and the restated certificate, it shall state that fact as well.
(d) Upon the filing of the restated certificate of limited partnership with the Secretary of State, or upon the future effective
date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited
partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited
partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the
limited partnership, but the original effective date of formation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership
shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate
certificate of amendment were filed to effect such amendment or change.
63 Del. Laws, c. 420, § 1; 65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 18.;
§ 17-211. Merger and consolidation.
(a) As used in this section, "other business entity" means a corporation, a statutory trust, a business trust, an association,
a real estate investment trust, a common-law trust, a limited liability company, or an unincorporated business or entity,
including a partnership (whether general (including a limited liability partnership) or limited (including a foreign limited
liability limited partnership), but excluding a domestic limited partnership). As used in this section and in §§ 17-212 and
17-301 of this title, "plan of merger" means a writing approved by a domestic limited partnership, in the form of resolutions
or otherwise, that states the terms and conditions of a merger under subsection (l) of this section.
(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited partnerships may merge or consolidate
with or into 1 or more domestic limited 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 limited partnership or other business entity as the agreement shall provide being
the surviving or resulting domestic limited 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 limited partnership
which is to merge or consolidate (1) by all general partners, and (2) by the limited partners or, if there is more than 1
class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who
own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited partnership
owned by all of the limited partners or by the limited partners in each class or group, as appropriate. In connection with
a merger or consolidation hereunder, rights or securities of, or interests in, a limited 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 limited 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
limited partnership or other business entity which is not the surviving or resulting limited 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 (l) of this section, if a domestic limited partnership is merging or consolidating
under this section, the domestic limited 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 general partner on behalf of the
domestic limited partnership when it is the surviving or resulting entity in the office of 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 limited 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 limited partnerships
and other business entities which is to merge or consolidate;
(3) The name of the surviving or resulting domestic limited partnership or other business entity;
(4) In the case of a merger in which a domestic limited partnership is the surviving entity, such amendments, if any, to the
certificate of limited partnership of the surviving domestic limited partnership (and in the case of a surviving domestic
limited partnership that is a limited liability limited partnership, to the statement of qualification of such surviving domestic
limited partnership filed under § 15-1001 of this title) 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
limited 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 limited
partnership or other business entity, on request and without cost, to any partner of any domestic limited 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 a domestic limited partnership (including a limited liability limited partnership),
or a corporation, limited liability company, partnership (including a limited liability partnership) or statutory trust organized
under the laws of the State of Delaware, a statement that such surviving or resulting other business 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 limited 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. 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 service hereunder upon the Secretary of State, the procedures set forth in § 17-911(c) 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 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 such process as required by the Secretary of State, and the Secretary
of State shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in
accordance with the procedures set forth in § 17-911(c) of this title.
(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation pursuant to
this section which was effective prior to September 1, 1988, 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 (l) 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 in the
Office of 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
for a domestic limited 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 certificate of limited partnership (and if applicable to the statement of qualification) of the limited partnership,
and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership
under § 17-202 of this title (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
limited partnership if it is the surviving or resulting limited 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 limited partnership to the merger
or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall
be the partnership agreement of the surviving or resulting limited partnership. Unless otherwise provided in a partnership
agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and
effective on or prior to July 31, 2005, shall continue to be governed by this subsection as in effect on July 31, 2005.
(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 limited 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 limited
partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic
limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership
or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership
or other business entity as they were of each of the domestic limited 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 limited 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 limited partnerships
and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic
limited partnerships and other business entities that have merged or consolidated shall thenceforth attach to the surviving
or resulting domestic limited 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 limited partnership, including a domestic limited partnership which is not the surviving or resulting entity
in the merger or consolidation, shall not require such domestic limited partnership to wind up its affairs under § 17-803
of this title or pay its liabilities and distribute its assets under § 17-804 of this title, and the merger or consolidation
shall not constitute a dissolution of such limited partnership.
(i) Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger
or consolidation of a limited partnership that has become effective shall not affect any obligation or liability existing
at the time of such merger or consolidation of a general partner of a limited partnership which is merging or consolidating.
(j) If a limited partnership is a constituent party to a merger or consolidation that shall have become effective, but the
limited partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a
general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a
judgment based on a claim against the surviving or resulting entity of the merger or consolidation unless:
(1) 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;
(2) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the
surviving or resulting entity of the merger or consolidation;
(4) The general partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the
merger or consolidation;
(5) A court grants permission to the judgment creditor to levy execution against the assets of the general 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
(6) Liability is imposed on the general partner by law or contract independent of the existence of the surviving or resulting
entity of the merger or consolidation.
(k) A partnership agreement may provide that a domestic limited partnership shall not have the power to merge or consolidate
as set forth in this section.
(l) 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 limited 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 limited 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 limited partnership is causing a merger under this subsection, the domestic limited partnership shall file a
certificate of ownership and merger executed by at least 1 general partner on behalf of the domestic limited 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 limited partnership's partnership agreement and this chapter, and if the domestic limited
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 limited partnership or corporation upon surrender of each share of the corporation or corporations
not owned by the domestic limited 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 general partner in a surviving domestic limited
partnership (other than a limited liability limited 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 limited 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.
65 Del. Laws, c. 188, § 1; 66 Del. Laws, c. 316, § 19; 67 Del. Laws, c. 348, §§ 10, 11; 69 Del. Laws, c. 258, §§ 16-18; 70 Del. Laws, c. 78, §§ 16, 17; 70 Del. Laws, c. 362, § 9; 71 Del. Laws, c. 340, §§ 4-8; 72 Del. Laws, c. 386, § 6; 73 Del. Laws, c. 73, § 13; 73 Del. Laws, c. 329, §§ 19, 20; 74 Del. Laws, c. 265, §§ 2-4; 75 Del. Laws, c. 31, § 3; 76 Del. Laws, c. 104, §§ 18-21; 77 Del. Laws, c. 69, §§ 2, 3; 77 Del. Laws, c. 288, §§ 10-17.;
§ 17-212. Contractual appraisal rights.
A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal
rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class
or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger
or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of
the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the
limited partnership, or the sale of all or substantially all of the limited partnership's assets. The Court of Chancery shall
have jurisdiction to hear and determine any matter relating to any such appraisal rights.
69 Del. Laws, c. 258, § 19; 73 Del. Laws, c. 297, § 5; 76 Del. Laws, c. 104, § 22; 77 Del. Laws, c. 288, § 18.;
§ 17-213. Certificate of correction.
(a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this
chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously
executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction
of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth
the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. The certificate
of correction shall be effective as of the date the original certificate was filed except as to those persons who are substantially
and adversely affected by the correction, and as to those persons, the certificate of correction shall be effective from the
filing date.
(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a
corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected,
and a fee equal to the fee payable to the Secretary of State if the certificate being corrected were then being filed shall
be paid to and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the
corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the
inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected
in accordance with this section shall be effective as of the date the original certificate was filed except as to those persons
who are substantially and adversely affected by the correction and, as to those persons, the certificate as corrected shall
be effective from the filing date.
69 Del. Laws, c. 258, § 20; 71 Del. Laws, c. 78, § 14.;
§ 17-214. Limited partnerships as limited liability limited partnerships.
(a) A limited partnership may be formed as, or may become, a limited liability limited partnership pursuant to this section.
A limited partnership may become a limited liability limited partnership as permitted by the limited partnership's partnership
agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a
limited liability limited partnership, with the approval (i) by all general partners, and (ii) by the limited partners, or,
if there is more than 1 class or group of limited partners, then by each class or group of limited partners, in either case,
by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited
partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. To be
formed or to become, and to continue as, a limited liability limited partnership, a limited partnership shall, in addition
to complying with the requirements of this chapter:
(1) File a statement of qualification as provided in § 15-1001 of this title and thereafter an annual report as provided in
§ 15-1003 of this title; and
(2) Have as the last words or letters of its name the words "Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.,"
or the designation "LLLP."
(b) In applying the Delaware Revised Uniform Partnership Act [Chapter 15 of this title] to a limited liability limited partnership
for the purposes of subsections (a) and (c) of this section:
(1) Any statement shall be executed by at least 1 general partner of the limited partnership; and
(2) All references to partners mean general partners only.
(c) If a limited partnership is a limited liability limited partnership, (i) its partners who are liable for the debts, liabilities
and other obligations of the limited partnership shall have the limitation on liability afforded to partners of limited liability
partnerships under the Delaware Revised Uniform Partnership Act [Chapter 15 of this title], and (ii) no limited partner of
the limited partnership shall have any liability for the obligations of the limited partnership under § 17-303(a) of this
