§ 17-203 — Cancellation of certificate

(a) 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), § 17-112 or § 17-1110 of this title, or upon the filing 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 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 or upon the filing of a certificate of division if the limited partnership is a dividing partnership that is not a surviving partnership or upon the future effective date or time of a certificate of division if the limited partnership is a dividing partnership that is not a surviving partnership. 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) If the limited partnership 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 partnership 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 § 17-213 of this title.

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

Legislative History

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 ; 78 Del. Laws, c. 97, § 3 ; 82 Del. Laws, c. 46, § 8 ; 85 Del. Laws, c. 46, § 5