Delaware Code Title 6 Sec. 18-203 – Cancellation of certificate
(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.
Terms Used In Delaware Code Title 6 Sec. 18-203
- Certificate of formation: means the certificate referred to in § 18-201 of this title, and the certificate as amended. See Delaware Code Title 6 Sec. 18-101
- 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. 18-101
- Registered series: means a designated series of members, managers, limited liability company interests or assets that is formed in accordance with § 18-218 of this title. See Delaware Code Title 6 Sec. 18-101
- Series: means a designated series of members, managers, limited liability company 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. 18-101
- 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. 18-101
(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.
68 Del. Laws, c. 434, § ?1; 70 Del. Laws, c. 75, § ?6; 71 Del. Laws, c. 77, § ?8; 71 Del. Laws, c. 341, § ?2; 72 Del. Laws, c. 389, §§ ?4-6; 73 Del. Laws, c. 295, § ?4; 74 Del. Laws, c. 85, § ?1; 75 Del. Laws, c. 317, § ?4; 76 Del. Laws, c. 105, § ?10; 77 Del. Laws, c. 287, § ?4; 78 Del. Laws, c. 95, § ?3; 81 Del. Laws, c. 357, §§ 9, 10;