Delaware Code Title 6 Sec. 15-903 – Approval of conversion of a domestic partnership
(a) Upon compliance with this section, a domestic partnership may convert to a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or any other incorporated or unincorporated business or entity, including a limited partnership (including a limited liability limited partnership), a foreign partnership or a limited liability company. If a domestic partnership is converting under this section to another business form organized, formed or created under the laws of a jurisdiction other than the State of Delaware 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 conversion to non-Delaware entity.
Terms Used In Delaware Code Title 6 Sec. 15-903
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation and profession, the holding or ownership of property and any other activity for profit. See Delaware Code Title 6 Sec. 15-101
- Certificate: means a certificate of conversion to partnership under § 15-901 of this title, a certificate of conversion to a non-Delaware entity under § 15-903 of this title, a certificate of merger or consolidation or a certificate of ownership and merger under § 15-902 of this title, a certificate of partnership domestication under § 15-904 of this title, a certificate of transfer and a certificate of transfer and domestic continuance under § 15-905 of this title, a certificate of correction and a corrected certificate under § 15-118 of this title, and a certificate of termination of a certificate with a future effective date or time and a certificate of amendment of a certificate with a future effective date or time under § 15-105(i) of this title. See Delaware Code Title 6 Sec. 15-101
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Domestic partnership: means an association of two or more persons formed under § 15-202 of this title or predecessor law to carry on any lawful business, purpose or activity. See Delaware Code Title 6 Sec. 15-101
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: means an association of 2 or more persons formed under § 15-202 of this title, predecessor law or comparable law of another jurisdiction to carry on any business, purpose or activity. See Delaware Code Title 6 Sec. 15-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Delaware Code Title 6 Sec. 15-101
- Person: means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign. See Delaware Code Title 6 Sec. 15-101
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Property: means all property, real, personal or mixed, tangible or intangible, or any interest therein. See Delaware Code Title 6 Sec. 15-101
- Service of process: The service of writs or summonses to the appropriate party.
- State: means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the State of Delaware. See Delaware Code Title 6 Sec. 15-101
- Statement: means a statement of partnership existence under § 15-303 of this title, a statement of denial under § 15-304 of this title, a statement of dissociation under § 15-704 of this title, a statement of dissolution under § 15-805 of this title, a statement of qualification under § 15-1001 of this title, a statement of foreign qualification under § 15-1102 of this title, and an amendment or cancellation of any of the foregoing under § 15-105 of this title and a statement of correction and a corrected statement under § 15-118 of this title. See Delaware Code Title 6 Sec. 15-101
(b) If the partnership agreement specifies the manner of authorizing a conversion of the partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the partnership and does not prohibit a conversion of the partnership, the conversion 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 conversion of the partnership or a merger or consolidation that involves the partnership as a constituent party and does not prohibit a conversion of the partnership, the conversion shall be authorized by the approval by all the partners.
(c) Unless otherwise agreed, the conversion of a domestic partnership to another entity or business form pursuant to 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 the conversion shall not constitute a dissolution of such partnership. When a partnership has converted to another entity or business form pursuant to this section, for all purposes of the laws of the State of Delaware, the other entity or business form shall be deemed to be the same entity as the converting partnership and the conversion shall constitute a continuation of the existence of the partnership in the form of such other entity or business form.
(d) In connection with a conversion of a domestic partnership to another entity or business form pursuant to this section, rights or securities of or interests in the domestic partnership which is to be converted may be exchanged for or converted into cash, property, rights or securities of or interests in the entity or business form into which the domestic partnership is being converted 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.
(e) If a partnership shall convert in accordance with this section to another entity or business form organized, formed or created under the laws of a jurisdiction other than the State of Delaware, a certificate of conversion to non-Delaware entity executed in accordance with § 15-105 of this title shall be filed in the office of the Secretary of State in accordance with § 15-105 of this title. The certificate of conversion to non-Delaware entity 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 in which the entity or business form, to which the partnership shall be converted, is organized, formed or created, and the name of such entity or business form;
(4) The future effective date or time (which shall be a date or time certain) of the conversion if it is not to be effective upon the filing of the certificate of conversion to non-Delaware entity;
(5) That the conversion has been approved in accordance with this section;
(6) 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 to which a copy of the process referred to in paragraph (e)(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 § 15-112(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 paragraph 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 converted out of the State of Delaware at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 15-112(b) of this title.
(f) Upon the filing in the office of the Secretary of State of the certificate of conversion to non-Delaware entity or upon the future effective date or time of the certificate of conversion to non-Delaware entity 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 of Delaware. A copy of the certificate of conversion to non-Delaware entity certified by the Secretary of State shall be prima facie evidence of the conversion by such partnership out of the State of Delaware.
(g) The conversion 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 conversion to non-Delaware entity shall not be deemed to affect any obligations or liabilities of the partnership incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the partnership with respect to matters arising prior to such conversion.
(h) When a domestic partnership has been converted to another entity or business form pursuant to this section, the other 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. When any conversion 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 converted, 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 other entity or business form to which such partnership has converted and shall be the property of such other entity or business form, 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 converted shall remain attached to the other entity or business form to which such partnership has converted, 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 such other entity or business form. The rights, privileges, powers and interests in property of the domestic partnership that has converted, as well as the debts, liabilities and duties of such partnership, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such partnership has converted for any purpose of the laws of the State of Delaware.
(i) A partnership agreement may provide that a domestic partnership shall not have the power to convert as set forth in this section.
72 Del. Laws, c. 151, § ?1; 72 Del. Laws, c. 390, § ?29; 73 Del. Laws, c. 329, § ?16; 74 Del. Laws, c. 103, § ?11; 74 Del. Laws, c. 266, §§ ?11, 12; 75 Del. Laws, c. 416, §§ ?9-14; 76 Del. Laws, c. 106, § ?15; 79 Del. Laws, c. 75, § ?4; 81 Del. Laws, c. 87, § 5; 82 Del. Laws, c. 257, § 6;