(a) A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in § 18-104(d), § 18-104 (i)(4), § 18-112 or § 18-1108 of this title, or upon the filing of a certificate of merger or consolidation or a certificate of ownership and merger if the limited liability company 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 liability company 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 liability company is a dividing company that is not a surviving company or upon the future effective date or time of a certificate of division if the limited liability company is a dividing company that is not a surviving company. A certificate of cancellation shall be filed in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and shall set forth:
(1) The name of the limited liability company;
(2) The date of filing of its certificate of formation;
(3) If the limited liability company 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 liability company 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 § 18-211 of this title.
(c) The Secretary of State shall not issue a certificate of good standing with respect to a limited liability company (or any registered series thereof) if its certificate of formation is canceled.
Structure Delaware Code
Chapter 18. LIMITED LIABILITY COMPANY ACT
Subchapter II. Formation; Certificate of Formation
§ 18-201. Certificate of formation.
§ 18-202. Amendment to certificate of formation.
§ 18-203. Cancellation of certificate.
§ 18-205. Execution, amendment or cancellation by judicial order.
§ 18-208. Restated certificate.
§ 18-209. Merger and consolidation.
§ 18-210. No statutory appraisal rights.
§ 18-211. Certificate of correction.
§ 18-212. Domestication of non-United States entities.
§ 18-213. Transfer or continuance of domestic limited liability companies.
§ 18-214. Conversion of certain entities to a limited liability company.
§ 18-215. Series of members, managers, limited liability company interests or assets.
§ 18-216. Approval of conversion of a limited liability company.
§ 18-217. Division of a limited liability company.
§ 18-218. Registered series of members, managers, limited liability company interests or assets.