TITLE 6

Commerce and Trade

SUBTITLE II

Other Laws Relating to Commerce and Trade

CHAPTER 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT

Subchapter X. Limited Liability Partnership


(a) A domestic partnership may be formed as, or may become, a limited liability partnership pursuant to this section.

(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall file a statement of qualification in accordance with subsection (c) of this section. In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the vote necessary to amend those provisions, and after such approval, the partnership shall file a statement of qualification in accordance with subsection (c) of this section.

(c) The statement of qualification must contain:

(1) The name of the partnership;

(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title;

(3) The number of partners of the partnership at the time of the effectiveness of the statement of qualification;

(4) A statement that the partnership elects to be a limited liability partnership; and

(5) The future effective date or time (which shall be a date or time certain) of the statement of qualification if it is not to be effective upon the filing of the statement of qualification.

(d) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability partnership remains effective, regardless of changes in the partnership and regardless of cancellation of a statement of partnership existence for such partnership pursuant to the filing of a statement of cancellation to accomplish the cancellation of such statement of partnership existence or pursuant to § 15-1209(a) of this title, until the statement of qualification is canceled pursuant to § 15-105(d), § 15-111(d), or § 15-111(i)(4) of this title or revoked pursuant to § 15-1003 of this title.

(e) A partnership is a limited liability partnership if there has been substantial compliance with the requirements of this subchapter. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.

(f) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(g) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date or time specified in the amendment or cancellation.

(h) If a person is included in the number of partners of a limited liability partnership set forth in a statement of qualification, a statement of foreign qualification or an annual report, the inclusion of such person shall not be admissible as evidence in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining whether such person is liable as a partner of such limited liability partnership. The status of a partnership as a limited liability partnership and the liability of a partner of such limited liability partnership shall not be adversely affected if the number of partners stated in a statement of qualification, a statement of foreign qualification or an annual report is erroneously stated provided that the statement of qualification, the statement of foreign qualification or the annual report was filed in good faith.

(i) Notwithstanding anything in this chapter to the contrary, a domestic partnership having, or that but for its election in accordance with § 15-1206(c) of this chapter, would have had, on December 31, 2001, the status of a registered limited liability partnership under predecessor law, shall have the status of a limited liability partnership under this chapter as of January 1, 2002, and to the extent such partnership has not filed a statement of qualification pursuant to this section, the latest application or renewal application filed by such partnership under such predecessor law shall constitute a statement of qualification filed under this section.

72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 2; 75 Del. Laws, c. 50, §§ 26-29; 77 Del. Laws, c. 59, § 15; 78 Del. Laws, c. 98, § 12.;

The name of a limited liability partnership shall comply with § 15-108 of this title.

72 Del. Laws, c. 151, § 1.;

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in the State of Delaware, shall file an annual report with the Secretary of State which contains:

(1) The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed and the number of partners of the partnership as of the date of the filing of the annual report or, in the case of a delinquent annual report, the number of partners as of June 1 of the year such annual report was due; and

(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title.

(b) An annual report must be filed by June 1 of each year following the calendar year in which a statement of qualification filed by a partnership becomes effective or a foreign partnership becomes authorized to transact business in the State of Delaware.

(c) On or before March 31 of each year, the Secretary of State shall mail to each partnership at its registered office set forth in the last filed statement of qualification or statement of foreign qualification or annual report a notice specifying that the annual report together with applicable fees shall be due on June 1 of the current year and stating that the statement of qualification or statement of foreign qualification of the partnership shall be revoked unless such report is filed and such filing fee is paid on or before June 1 of the following year. The Secretary of State shall not issue a certificate of good standing with respect to any limited liability partnership or foreign limited liability partnership which has not filed an annual report and paid the required filing fee pursuant to this section or with respect to any limited liability partnership or foreign limited liability partnership if its statement of qualification or statement of foreign qualification (as applicable) is canceled or revoked. The statement of qualification or statement of foreign qualification of any such partnership that fails to file such annual report or pay such required filing fee on or before June 1 of the following year shall be revoked.

(d) A revocation under subsection (c) of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.

(e) A partnership whose statement of qualification or statement of foreign qualification has been revoked pursuant to subsection (c) of this section may apply to the Secretary of State for reinstatement after the effective date of the revocation. The application must state:

(1) The name of the partnership and the effective date of the revocation; and

(2) That the ground for revocation either did not exist or has been corrected.

(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.

72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 223, § 3; 75 Del. Laws, c. 50, §§ 30, 31; 76 Del. Laws, c. 106, § 20; 78 Del. Laws, c. 271, § 11.;

(a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation. The application must state:

(1) The name of the partnership and the effective date of the cancellation and, if such name is not available at the time of reinstatement, the name under which the statement of qualification or statement of foreign qualification is to be reinstated; and

(2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the name and address of such new registered agent and the address of the partnership's registered office in the State of Delaware.

(b) A cancellation of a partnership's statement of qualification or statement of foreign qualification pursuant to § 15-111(d) and (i)(4) of this title only affects a partnership's status as a limited liability partnership or a foreign limited liability partnership and is not an event of dissolution of the partnership.

(c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the cancellation, and the partnership's status as a limited liability partnership or a foreign limited liability partnership continues as if the cancellation had never occurred.

75 Del. Laws, c. 416, § 33.;