Delaware Code Title 6 Sec. 17-1112 – Revival of registered series
(a) A registered series whose certificate of registered series has been canceled pursuant to § 17-1110(b) of this title may be revived by filing in the office of the Secretary of State a certificate of revival of registered series accompanied by the payment of the fee required by § 17-1107(a)(3) of this title and payment of the annual tax due under § 17-1109 of this title and all penalties and interest thereon due at the time of the cancellation of its certificate of registered series. The certificate of revival of registered series shall set forth:
(1) The name of the limited partnership at the time the certificate of registered series was canceled and, if such name has changed, the name of the limited partnership at the time of revival of the registered series;
(2) The name of the registered series at the time the certificate of registered series was canceled and, if such name is not available at the time of revival, the name under which the registered series is to be revived;
(3) The date of filing of the original certificate of registered series;
(4) A statement that the certificate of revival of registered series is filed by 1 or more general partners associated with the registered series authorized to execute and file such certificate of revival to revive the registered series; and
(5) Any other matters the persons executing the certificate of revival of registered series determine to include therein.
Terms Used In Delaware Code Title 6 Sec. 17-1112
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- Personal property: All property that is not real property.
- Registered series: means a designated series of limited partners, general partners, partnership interests or assets that is formed in accordance with § 17-221 of this title. See Delaware Code Title 6 Sec. 17-101
- Series: means a designated series of limited partners, general partners, partnership interests or assets that is a protected series or a registered series, or that is neither a protected series nor a registered series. See Delaware Code Title 6 Sec. 17-101
- 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. 17-101
(b) The certificate of revival of registered series shall be deemed to be an amendment to the certificate of registered series, and no further actions shall be required to amend its certificate of registered series under § 17-221(d)(3) 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 registered series, a registered series shall be revived with the same force and effect as if its certificate of registered series had not been canceled pursuant to § 17-1110(b) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the registered series, its partners, employees and agents during the time when its certificate of registered series was canceled pursuant to § 17-1110(b) of this title, with the same force and effect and to all intents and purposes as if the certificate of registered series had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the registered series at the time its certificate of registered series was canceled pursuant to § 17-1110(b) of this title or which were acquired by the registered series following the cancellation of its certificate of registered series pursuant to § 17-1110(b) of this title, and which were not disposed of prior to the time of its revival, shall be vested in the registered series after its revival as fully as they were held by the registered series at, and after, as the case may be, the time its certificate of registered series was canceled pursuant to § 17-1110(b) of this title. After its revival, the registered series and its partners shall have the same liability for all contracts, acts, matters and things made, done or performed in the registered series’ name and on its behalf by its partners, employees and agents as the registered series and its partners would have had if its certificate of registered series had at all times remained in full force and effect.