§ 15-1003 — Annual report

Delaware § 15-1003

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

Text

(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 limited liability 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.

Legislative History

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 ; 84 Del. Laws, c. 99, § 4