A Delaware certificate of cancellation limited partnership is issued when a limited partnership has been dissolved. Delaware made amendments to the LLC Act and LP Act in order to modify the group voting requirements and eliminate the default class in the case of conversion, consolidations, mergers, transfer or continuance, dissolution, or winding up of a Delaware LLC or Delaware LP.

Delaware Partnership Law

In regards to limited partnerships, the amendment allows for the following:

  • The removal of the group voting rights and default class that is required when a dissolution or conversion takes place.
  • The removal of the default class or group voting requirements when a certificate of cancellation is executed.
  • The ability of the limited partnership to state that the rights and management powers to control the business by a member of a limited partnership are irrevocable.
  • The irrevocability of a power of attorney. This also applies to proxies.

It also states that a power of attorney for a limited partnership cannot be limited by provisions in the LLC and Partnership Acts.

Delaware Entity Dissolution Information

When an entity wants to end its legal existence, it must complete the dissolution process. This process will vary in effort, time, and cost, depending on the state of the business. A limited partnership can file a statement of cancellation with the Delaware Department of State, Division of Corporations. The filing will include a fee of $200.

The dissolution of a limited partnership occurs when:

  • The winding up process has been completed.
  • A consolidation or merger certificate has been filed.
  • A certificate of conversion has been filed to move the entity out of Delaware.
  • A certificate of cancellation has been filed.

A certificate of cancellation that includes the following information must be filed with the office of the secretary of state:

  • The limited partnership's full legal name.
  • The certificate of limited partnership filing date.
  • The future date and time of cancellation if different from the filing date.
  • All required information in regards to the person who is filing the certification of cancellation.

If the certificate is filed before the winding up process has been completed, it will result in the certificate being marked as an incorrectly filed certificate. A certificate of correction would then need to be filed when the winding up process is complete. The Delaware secretary of state will not issue a limited partnership a certificate of good standing if the certificate of limited partnership has been canceled.

An template for a limited partnership cancellation certificate in Delaware would include language related to cancellation date, information about whether a merger or consolidation is taking place, and details about whether the entity is moving to another state.

Dissolution Fees & Forms

In Delaware, the fees to dissolve a business entity will differ based on the type of entity and how it was formed. The fees are:

  • Domestic corporations: $204.
  • Domestic limited liability companies: $200.
  • Domestic limited liability limited partnerships: $200.
  • Domestic limited Liability partnerships: $200.
  • Domestic limited partnerships: $200.
  • Domestic nonprofit corporations: $204.

Each entity type must also file the correct form. The correct forms are:

  • Domestic corporations: certificate of dissolution.
  • Domestic limited liability companies: certificate of cancellation of a limited liability company.
  • Domestic limited liability limited partnerships: statement of cancellation of limited liability limited partnership.
  • Domestic limited liability partnerships: statement of cancellation of limited liability limited partnership.
  • Domestic limited partnerships: statement of cancellation of limited liability limited partnership.
  • Domestic nonprofit corporations: certificate of dissolution for non-stock corporation.

The forms must then be submitted with all required paperwork to the correct division in Delaware which is the Delaware Department of State, Division of Corporations.

Why Do Delaware LLCs Structure Their Business Contractually

When a Delaware limited liability company is formed, the business affairs are organized in a structure which sets up all business relationships contractually. This is done to allow the company to set up the management structure and economic rights to match the business they are creating.

With a contractual business structure, the entity can follow the Delaware Limited Liability Company Act which expressly provides a policy to offer the most freedom possible in regards to contracts and agreements of limited liability companies.

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