(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 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.
Structure Delaware Code
Chapter 17. LIMITED PARTNERSHIPS
Subchapter II. Formation; Certificate of Limited Partnership
§ 17-201. Certificate of limited partnership.
§ 17-202. Amendment to certificate.
§ 17-203. Cancellation of certificate.
§ 17-205. Execution, amendment or cancellation by judicial order.
§ 17-207. Liability for false statement.
§ 17-209. Delivery of certificates to limited partners.
§ 17-210. Restated certificate.
§ 17-211. Merger and consolidation.
§ 17-212. No statutory appraisal rights.
§ 17-213. Certificate of correction.
§ 17-214. Limited partnerships as limited liability limited partnerships.
§ 17-215. Domestication of non-United States entities.
§ 17-216. Transfer or continuance of domestic limited partnerships.
§ 17-217. Conversion of certain entities to a limited partnership.
§ 17-218. Series of limited partners, general partners, partnership interests or assets.
§ 17-219. Approval of conversion of a limited partnership.
§ 17-220. Division of a limited partnership.
§ 17-221. Registered series of limited partners, general partners, partnership interests or assets.