Delaware Code
Subchapter IX. Conversion; Merger; Domestication; and Transfer
§ 15-905. Transfer or continuance of domestic partnerships.

(a) Upon compliance with the provisions of this section, any domestic partnership may transfer to or domesticate or continue in any jurisdiction, other than any state, and, in connection therewith, may elect to continue its existence as a partnership in the State of Delaware. If a domestic partnership is transferring or domesticating or continuing under this section and has not filed a statement of partnership existence, then the domestic partnership shall file a statement of partnership existence prior to or at the time of the filing of the certificate of transfer or certificate of transfer and domestic continuance.
(b) If the partnership agreement specifies the manner of authorizing a transfer or domestication or continuance described in subsection (a) of this section, the transfer or domestication or continuance shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a transfer or domestication or continuance described in subsection (a) of this section and does not prohibit such a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner of authorizing a transfer or domestication or continuance described in subsection (a) of this section or a merger or consolidation that involves the partnership as a constituent party and does not prohibit such a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized by the approval by all the partners. If a transfer or domestication or continuance described in subsection (a) of this section shall be authorized as provided in this subsection (b) of this section, a certificate of transfer if the partnership's existence as a partnership of the State of Delaware is to cease, or a certificate of transfer and domestic continuance if the partnership's existence as a partnership in the State of Delaware is to continue, executed in accordance with § 15-105 of this title, shall be filed with the Secretary of State in accordance with § 15-105 of this title. The certificate of transfer or the certificate of transfer and domestic continuance shall state:

(1) The name of the partnership and, if it has been changed, the name under which its statement of partnership existence was originally filed;
(2) The date of the filing of its original statement of partnership existence with the Secretary of State;
(3) The jurisdiction to which the partnership shall be transferred or in which it shall be domesticated or continued and the name of the entity or business form formed, incorporated, created or that otherwise comes into being as a consequence of the transfer of the partnership to, or its domestication or continuance in, such foreign jurisdiction;
(4) The future effective date or time (which shall be a date or time certain) of the transfer to or domestication or continuance in the jurisdiction specified in paragraph (b)(3) of this section if it is not to be effective upon the filing of the certificate of transfer or the certificate of transfer and domestic continuance;
(5) That the transfer or domestication or continuance of the partnership has been approved in accordance with the provisions of this section;
(6) In the case of a certificate of transfer, (i) that the existence of the partnership as a partnership of the State of Delaware shall cease when the certificate of transfer becomes effective and (ii) the agreement of the partnership that it may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the partnership arising while it was a partnership of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding;
(7) The address (which may not be that of the partnership's registered agent without the written consent of the partnership's registered agent, such consent to be filed with the certificate of transfer) to which a copy of the process referred to in paragraph (b)(6) of this section shall be mailed to it by the Secretary of State. In the event of service hereunder upon the Secretary of State, the procedures set forth in § 15-113(b) of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in this subsection and any other address that the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of State, and the Secretary of State shall notify the partnership that has transferred or domesticated or continued out of the State of Delaware at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 15-113(b) of this title; and
(8) In the case of a certificate of transfer and domestic continuance, that the partnership will continue to exist as a partnership of the State of Delaware after the certificate of transfer and domestic continuance becomes effective.
(c) Upon the filing with the Secretary of State of the certificate of transfer or upon the future effective date or time of the certificate of transfer and payment to the Secretary of State of all fees prescribed in this chapter, the partnership shall cease to exist as a partnership of the State. A copy of the certificate of transfer certified by the Secretary of State shall be prima facie evidence of the transfer or domestication or continuance by such partnership out of the State of Delaware. A copy of the certificate of transfer and domestic continuance certified by the Secretary of State shall be prima facie evidence of such partnership's transfer to or domestication or continuance in another jurisdiction and its continuance as a partnership in the State of Delaware.
(d) The transfer or domestication or continuance of a partnership out of the State of Delaware in accordance with this section and the resulting cessation of its existence as a partnership of the State of Delaware pursuant to a certificate of transfer shall not be deemed to affect any obligations or liabilities of the partnership incurred prior to such transfer or domestication or continuance or the personal liability of any person incurred prior to such transfer or domestication or continuance, nor shall it be deemed to affect the choice of law applicable to the partnership with respect to matters arising prior to such transfer or domestication or continuance. Unless otherwise agreed, the transfer or domestication or continuance of a partnership out of the State of Delaware in accordance with this section shall not require such partnership to wind up its affairs under subchapter VIII of this chapter or pay its liabilities and distribute its assets under subchapter VIII of this chapter and shall not be deemed to constitute a dissolution of such partnership.
(e) If a partnership files a certificate of transfer and domestic continuance, after the time the certificate of transfer and domestic continuance becomes effective, the partnership shall continue to exist as a partnership of the State of Delaware, and the laws of the State of Delaware, including the provisions of this chapter, shall apply to the partnership, to the same extent as prior to such time. So long as a partnership continues to exist as a partnership of the State of Delaware following the filing of a certificate of transfer and domestic continuance, the continuing domestic partnership and the entity or business form formed, incorporated, created or that otherwise came into being as a consequence of the transfer of the partnership to, or its domestication or continuance in, a foreign country or other foreign jurisdiction shall, for all purposes of the laws of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction.
(f) In connection with a transfer or domestication or continuance of a domestic partnership to or in another jurisdiction pursuant to subsection (a) of this section, rights or securities of, or interests in, such partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, the entity or business form in which the partnership will exist in such other jurisdiction as a consequence of the transfer or domestication or continuance or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another entity or business form, may remain outstanding or may be canceled.
(g) When a domestic partnership has transferred or domesticated or continued out of the State of Delaware pursuant to this section, the transferred or domesticated or continued entity or business form shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the domestic partnership and shall constitute a continuation of the existence of such domestic partnership in the form of the transferred or domesticated or continued entity or business form. When any transfer or domestication or continuance of a domestic partnership out of the State of Delaware shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the domestic partnership that has transferred or domesticated or continued, and all property, real, personal and mixed, and all debts due to such partnership, as well as all other things and causes of action belonging to such partnership, shall remain vested in the transferred or domesticated or continued entity or business form (and also in the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic partnership) and shall be the property of such transferred or domesticated or continued entity or business form (and also of the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic partnership), and the title to any real property vested by deed or otherwise in such partnership shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such partnership shall be preserved unimpaired, and all debts, liabilities and duties of the domestic partnership that has transferred or domesticated or continued shall remain attached to the transferred or domesticated or continued entity or business form (and also to the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic partnership), and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the transferred or domesticated or continued entity or business form. The rights, privileges, powers and interests in property of the domestic partnership that has transferred or domesticated or continued, as well as the debts, liabilities and duties of such partnership, shall not be deemed, as a consequence of the transfer or domestication or continuance out of the State of Delaware, to have been transferred to the transferred or domesticated or continued entity or business form for any purpose of the laws of the State of Delaware.
(h) A partnership agreement may provide that a domestic partnership shall not have the power to transfer, domesticate or continue as set forth in this section.

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