{"data":{"id":"us-de/6-del.-c.-17-203","jurisdiction":"us-de","citation":"6 Del. C. § 17-203","heading":"Cancellation of certificate.","body":"(a) A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the limited partnership, or as provided in § 17-104(d) or § 17-104(i)(4), § 17-112 or § 17-1110 of this title, or upon the filing of a certificate of merger or consolidation or a certificate of ownership and merger if the limited partnership 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 partnership 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 partnership is a dividing partnership that is not a surviving partnership or upon the future effective date or time of a certificate of division if the limited partnership is a dividing partnership that is not a surviving partnership. A certificate of cancellation shall be filed in the Office of the Secretary of State to accomplish the cancellation of a certificate of limited partnership upon the dissolution and the completion of winding up of a limited partnership and shall set forth:\n(1) The name of the limited partnership;\n(2) The date of filing of its certificate of limited partnership;\n(3) If the limited partnership 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;\n(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\n(5) Any other information the person filing the certificate of cancellation determines.\n(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 partnership may be corrected or nullified 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 § 17-213 of this title.\n(c) The Secretary of State shall not issue a certificate of good standing with respect to a limited partnership (or any registered series thereof) if its certificate of limited partnership is canceled.","path":["Title 6. Commerce and Trade","SUBTITLE II","Other Laws Relating to Commerce and Trade","CHAPTER 17. Limited Partnerships","Subchapter II. Formation; Certificate of Limited Partnership"],"source_url":"https://delcode.delaware.gov/title6/c017/sc02/index.html#17-203","current_through":"2026-08-10 (85 Del. Laws, c. 421, 424)","vintage":"","retrieved_at":"2026-09-05T23:02:07Z","sha256":"48d8278eeed3a99867319e74b8bf79cc78911f1c96d625f27e58db969062a940","source_id":"us-de","stale":true,"prev":"us-de/6-del.-c.-17-202","next":"us-de/6-del.-c.-17-204"},"notice":"GroundRules: Original legal text. Not legal advice."}