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Delaware Laws | Title 6 Commerce and Trade
TITLE 6 Commerce and Trade SUBTITLE II Other Laws Relating to Commerce and Trade
Sec. 15-1210. Revival of statement of partnership existence.

(c) A partnership whose statement of partnership existence has been canceled and has not been revived pursuant to Sec. 15-1210 of this title shall be deemed, from the date such cancellation became effective, to be a partnership that has not filed a statement of partnership existence. (12059)

(72 Del. Laws, c. 151, Sec. 1; 73 Del. Laws, c. 296, Sec. 9; 75 Del. Laws, c. 50, Sec. 38; 76 Del. Laws, c. 106, Sec. 21.) (12060)

(a) A statement of partnership existence that has been canceled pursuant to Sec. 15-111(d) or Sec. 15-111(i)(4) or Sec. 15-1209(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival accompanied by the payment of the fee required by Sec. 15-1207 of this title and payment of the annual tax due under Sec. 15-1208 of this title and all penalties and interest thereon due at the time of the cancellation of its statement of partnership existence. The certificate of revival shall set forth: (12061)

(1) The name of the partnership at the time its statement of partnership existence was canceled and, if such name is not available at the time of revival, the name under which the partnership is to be revived; (12062)

(2) The date of filing of the original statement of partnership existence of the partnership; (12063)

(3) The address of the partnership's registered office in the State of Delaware and the name and address of the partnership's registered agent in the State of Delaware; (12064)

(4) A statement that the certificate of revival is filed by one or more partners of the partnership authorized to execute and file the certificate of revival to revive the partnership; and (12065)

(5) Any other matters the partner or partners executing the certificate of revival determine to include therein. (12066)

(b) The certificate of revival shall be deemed to be an amendment to the statement of partnership existence of the partnership, and the partnership shall not be required to take any further action to amend its statement of partnership existence under Section 15-105 of this chapter with respect to the matters set forth in the certificate of revival. (12067)

(c) Upon the filing of a certificate of revival, the statement of partnership existence of the partnership shall be revived with the same force and effect as if its statement of partnership existence had not been canceled pursuant to Sec. 15-111(d) or Sec. 15-111(i)(4) or Sec. 15-1209(a) of this title. (12068)

(72 Del. Laws, c. 151, Sec. 1; 75 Del. Laws, c. 50, Sec.Sec. 39-41; 75 Del. Laws, c. 416, Sec.Sec. 35, 36; 77 Del. Laws, c. 78, Sec. 13.) (12069)

TITLE 6 Commerce and Trade SUBTITLE II Other Laws Relating to Commerce and Trade (12070)(Text)

CHAPTER 17. LIMITED PARTNERSHIPS (12071)(Text)

Commerce and Trade SUBTITLE II Other Laws Relating to Commerce and Trade (12072)

Sec. 17-101. Definitions. (12073)(Text)

As used in this chapter unless the context otherwise requires: (12074)

(1) "Certificate of limited partnership" means the certificate referred to in Sec. 17-201 of this title, and the certificate as amended. (12075)

(2) "Contribution" means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the capacity as a partner. (12076)

(3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Sec. 17-402 of this title. (12077)

(4) "Foreign limited partnership" includes a partnership formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and having as partners 1 or more general partners and 1 or more limited partners. (12078)

(5) "General partner" means a person who is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter. (12079)

(6) "Knowledge" means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact. (12080)

(7) "Limited liability limited partnership" means a limited partnership complying with Sec. 17-214 of this title. (12081)

(8) "Limited partner" means a person who is admitted to a limited partnership as a limited partner as provided in Sec. 17-301 of this title or, in the case of a foreign limited partnership, in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the limited partnership is formed. (12082)

(9) "Limited partnership" and "domestic limited partnership" mean a partnership formed under the laws of the State of Delaware consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners, and includes, for all purposes of the laws of the State of Delaware, a limited liability limited partnership. (12083)

(10) "Liquidating trustee" means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership. (12084)

(11) "Partner" means a limited or general partner. (12085)

(12) "Partnership agreement" means any agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. A partner of a limited partnership or an assignee of a partnership interest is bound by the partnership agreement whether or not the partner or assignee executes the partnership agreement. A limited partnership is not required to execute its partnership agreement. A limited partnership is bound by its partnership agreement whether or not the limited partnership executes the partnership agreement. A partnership agreement is not subject to any statute of frauds (including Sec. 2714 of this title). A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth therein. A written partnership agreement or another written agreement or writing: (12086)

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