§ 15-1102 — Statement of foreign qualification

Delaware § 15-1102

• Jurisdiction: Delaware
• Title: 6
• Ch. 15: DELAWARE REVISED UNIFORM PARTNERSHIP ACT
• Subch.: Foreign Limited Liability Partnership

Text

(a) Before doing business in the State of Delaware, a foreign limited liability partnership shall register with the Secretary of State by filing:

(1) A statement of foreign qualification which must contain:

a. The name of the foreign limited liability partnership which (i) satisfies the requirements of the state, territory, possession or other jurisdiction or country under whose law it is formed, (ii) ends with the words “Registered Limited Liability Partnership” or “Limited Liability Partnership,” the abbreviation “R.L.L.P.” or “L.L.P.” or the designation “RLLP” or “LLP” and (iii) complies with § 15-108(c) and (d) of this title;

b. The state, territory, possession or other jurisdiction or country where formed, the date of its formation and a statement from a partner that, as of the date of filing, the foreign limited liability partnership validly exists as a limited liability partnership under the laws of the jurisdiction of its formation;

c. 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;

d. The number of partners of the partnership at the time of the effectiveness of the statement of foreign qualification; and

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

(2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.

(b) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or the future effective date or time specified in the statement of foreign qualification. The status remains effective, regardless of changes in the partnership, until it 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.

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

Legislative History

72 Del. Laws, c. 151, § 1 ; 75 Del. Laws, c. 416, § 34 ; 77 Del. Laws, c. 289, § 19 ; 81 Del. Laws, c. 87, § 7 ; 82 Del. Laws, c. 257, § 8 ; 85 Del. Laws, c. 45, § 5