2023 Delaware Code › Title 6 - Commerce and Trade › Chapter 17. LIMITED PARTNERSHIPS › Subchapter XI. Miscellaneous › § 17-1111. Revival of domestic limited partnership.

§§ 17-1111. Revival of domestic limited partnership.
(a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival of limited partnership 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 limited partnership. The certificate of revival of limited partnership shall set forth:
(1) The name of the limited partnership at the time its certificate of limited partnership was canceled and, if such name is not available at the time of revival, the name under which the limited partnership is to be revived;
(2) The date of filing of the original certificate of limited partnership of the limited partnership;
(3) The address of the limited partnership's registered office in the State of Delaware and the name and address of the limited partnership's registered agent in the State of Delaware;
(4) A statement that the certificate of revival of limited partnership is filed by 1 or more general partners of the limited partnership authorized to execute and file such certificate of revival to revive the limited partnership; and
(5) Any other matters the general partner or general partners executing the certificate of revival of limited partnership determine to include therein.
(b) The certificate of revival of limited partnership shall be deemed to be an amendment to the certificate of limited partnership of the limited partnership, and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership under § 17-202 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 limited partnership, a limited partnership, each registered series thereof whose certificate of registered series has been cancelled as a result of the cancellation of the certificate of limited partnership of the limited partnership pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, and each protected series thereof that has not been terminated and wound up, shall be revived with the same force and effect as if the certificate of limited partnership of the limited partnership had not been canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the limited partnership, any protected series or registered series thereof, or by the partners, employees and agents of the limited partnership or such series during the time when the certificate of limited partnership of the limited partnership was canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, with the same force and effect and to all intents and purposes as if the certificate of limited partnership of the limited partnership had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the limited partnership or any protected series or registered series thereof at the time the certificate of limited partnership of the limited partnership was canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, or which were acquired by the limited partnership or any protected series or registered series thereof following the cancellation of the certificate of limited partnership of the limited partnership pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, and which were not disposed of prior to the time of the limited partnership's revival, shall be vested in the limited partnership or the applicable protected series or registered series after the revival of the limited partnership as fully as they were held by the limited partnership or such series at, and after, as the case may be, the time the certificate of limited partnership of the limited partnership was canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title. After the revival of the limited partnership, the limited partnership and any protected series or registered series thereof and the partners of the limited partnership or such series shall have the same liability for all contracts, acts, matters and things made, done or performed in the name of and on behalf of the limited partnership or such series by its partners, employees and agents as the limited partnership, such series and the partners of the limited partnership or such series would have had if the limited partnership's certificate of limited partnership had at all times remained in full force and effect.
70 Del. Laws, c. 78, §  30;  75 Del. Laws, c. 414, §§  43, 44;  77 Del. Laws, c. 78, §  24;  82 Del. Laws, c. 46, § 28;  83 Del. Laws, c. 378, § 7;