Delaware Code
Subchapter XI. Miscellaneous
§ 18-1109. Revival of domestic limited liability company.

(a) A domestic limited liability company whose certificate of formation has been canceled pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival of limited liability company accompanied by the payment of the fee required by § 18-1105(a)(3) of this title and payment of the annual tax due under § 18-1107 of this title and all penalties and interest thereon due at the time of the cancellation of its certificate of formation. The certificate of revival of limited liability company shall set forth:

(1) The name of the limited liability company at the time its certificate of formation was canceled and, if such name is not available at the time of revival, the name under which the limited liability company is to be revived;
(2) The date of filing of the original certificate of formation of the limited liability company;
(3) The address of the limited liability company's registered office in the State of Delaware and the name and address of the limited liability company's registered agent in the State of Delaware;
(4) A statement that the certificate of revival of limited liability company is filed by 1 or more persons authorized to execute and file such certificate of revival to revive the limited liability company; and
(5) Any other matters the persons executing the certificate of revival of limited liability company determine to include therein.
(b) The certificate of revival of limited liability company shall be deemed to be an amendment to the certificate of formation of the limited liability company, and the limited liability company shall not be required to take any further action to amend its certificate of formation under § 18-202 of this title with respect to the matters set forth in such certificate of revival.
(c) Upon the filing of a certificate of revival of limited liability company, a limited liability company, each registered series thereof whose certificate of registered series has been canceled as a result of the cancellation of the certificate of formation of the limited liability company pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title, and each protected series thereof that has not been terminated and wound up, shall be revived with the same force and effect as if the certificate of formation of the limited liability company had not been canceled pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the limited liability company, any protected series or registered series thereof, or by the members, managers, employees and agents of the limited liability company or such series during the time when the certificate of formation of the limited liability company was canceled pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title, with the same force and effect and to all intents and purposes as if the certificate of formation of the limited liability company had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the limited liability company or any protected series or registered series thereof at the time the certificate of formation of the limited liability company was canceled pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title or which were acquired by the limited liability company or any protected series or registered series thereof following the cancellation of the certificate of formation of the limited liability company pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title, and which were not disposed of prior to the time of the limited liability company's revival, shall be vested in the limited liability company or the applicable protected series or registered series after the revival of the limited liability company as fully as they were held by the limited liability company or such series at, and after, as the case may be, the time the certificate of formation of the limited liability company was canceled pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a) of this title. After the revival of the limited liability company, the limited liability company and any protected series or registered series thereof shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in the name of and on behalf of the limited liability company or such series by the members, managers, employees and agents of the limited liability company or such series prior to the limited liability company's revival as if the certificate of formation of the limited liability company had at all times remained in full force and effect.

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