§ 18-203 — Cancellation of certificate

Delaware § 18-203

• Jurisdiction: Delaware
• Title: 6
• Ch. 18: LIMITED LIABILITY COMPANY ACT
• Subch.: Formation; Certificate of Formation

Text

(a) A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in § 18-104(d), § 18-104 (i)(4), § 18-112 or § 18-1108 of this title, or upon the filing of a certificate of merger or consolidation or a certificate of ownership and merger if the limited liability company 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 liability company 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 or upon the filing of a certificate of division if the limited liability company is a dividing company that is not a surviving company or upon the future effective date or time of a certificate of division if the limited liability company is a dividing company that is not a surviving company. A certificate of cancellation shall be filed in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and shall set forth:

(1) The name of the limited liability company;

(2) The date of filing of its certificate of formation;

(3) If the limited liability company has formed 1 or more registered series whose certificate of registered series has not been canceled prior to the filing of the certificate of cancellation, the name of each such registered series;

(4) 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

(5) Any other information the person filing the certificate of cancellation determines.

(b) A certificate of cancellation that is filed in the office of the Secretary of State prior to the dissolution or the completion of winding up of a limited liability company may be corrected or nullified as an erroneously executed certificate of cancellation by filing with the office of the Secretary of State a certificate of correction of such certificate of cancellation in accordance with § 18-211 of this title.

(c) The Secretary of State shall not issue a certificate of good standing with respect to a limited liability company (or any registered series thereof) if its certificate of formation is canceled.

Legislative History

68 Del. Laws, c. 434, § 1 ; 70 Del. Laws, c. 75, § 6 ; 71 Del. Laws, c. 77, § 8 ; 71 Del. Laws, c. 341, § 2 ; 72 Del. Laws, c. 389, §§ 4-6 ; 73 Del. Laws, c. 295, § 4 ; 74 Del. Laws, c. 85, § 1 ; 75 Del. Laws, c. 317, § 4 ; 76 Del. Laws, c. 105, § 10 ; 77 Del. Laws, c. 287, § 4 ; 78 Del. Laws, c. 95, § 3 ; 81 Del. Laws, c. 357, §§ 9, 10 ; 85 Del. Laws, c. 47, § 3