6 Del. C. § 17-1109

Annual tax of domestic limited partnership and foreign limited partnership and registered series

Official textDelaware Code (Titles 8, 9, 25, 30)delcode.delaware.gov13 subsections

# (a)

Every domestic limited partnership and every foreign limited partnership registered to do business in the State of Delaware shall pay an annual tax, for the use of the State of Delaware, in the amount of $400. There shall be paid by or on behalf of each registered series of a domestic limited partnership an annual tax, for use of the State of Delaware, in the amount of $100 per registered series.

# (b)

The annual tax for a domestic limited partnership shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of a certificate of limited partnership. The annual tax for a registered series shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of a certificate of registered series. The annual tax for a foreign limited partnership shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of the certificate of registration. If the existence of a domestic limited partnership or a registered series, or the registration of a foreign limited partnership, will cease by the filing of a certificate under this chapter, the full amount of the annual tax for the calendar year in which the certificate becomes effective is due and payable before the filing of the certificate. The Secretary of State shall receive the annual tax and pay over all taxes collected to the Department of Finance of the State of Delaware. If the annual tax remains unpaid after the due date established by subsection (d) of this section, the tax shall bear interest at the rate of 1½% for each month or portion thereof until fully paid.

# (c)

The Secretary of State shall, at least 60 days prior to June 1 of each year, cause to be mailed to each domestic limited partnership and each registered series thereof and each foreign limited partnership required to comply with the provisions of this section in care of its registered agent in the State of Delaware an annual statement for the tax to be paid hereunder.

# (d)

In the event of neglect, refusal or failure on the part of any domestic limited partnership, registered series or foreign limited partnership to pay the annual tax to be paid hereunder on or before June 1 in any year, such domestic limited partnership or foreign limited partnership shall pay the sum of $200, and such registered series shall pay the sum of $50, to be recovered by adding that amount to the annual tax, and such additional sum shall become a part of the tax and shall be collected in the same manner and subject to the same penalties.

# (e)

In case any domestic limited partnership, registered series or foreign limited partnership shall fail to pay the annual tax due within the time required by this section, and in case the agent in charge of the registered office of any domestic limited partnership or foreign limited partnership upon whom process against such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership may be served shall die, resign, refuse to act as such, remove from the State of Delaware or cannot with due diligence be found, it shall be lawful while default continues to serve process against such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership upon the Secretary of State. Such service upon the Secretary of State shall be made in the manner and shall have the effect stated in § 17-105 of this title in the case of a domestic limited partnership or any protected series or registered series thereof and § 17-910 of this title in the case of a foreign limited partnership and shall be governed in all respects by said sections.

# (f)

The annual tax shall be a debt due from a domestic limited partnership, registered series or foreign limited partnership to the State of Delaware, for which an action at law may be maintained after the same shall have been in arrears for a period of 1 month. The tax shall also be a preferred debt in the case of insolvency.

# (g)

A domestic limited partnership that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a domestic limited partnership and all registered series thereof shall also cease to be in good standing. A registered series that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a registered series. A foreign limited partnership that neglects, refuses or fails to pay the annual tax when due shall cease to be registered as a foreign limited partnership in the State of Delaware.

# (h)

A domestic limited partnership or registered series that has ceased to be in good standing or a foreign limited partnership that has ceased to be registered by reason of the failure by the limited partnership, registered series or foreign limited partnership to pay an annual tax shall be restored to and have the status of a domestic limited partnership or registered series in good standing or a foreign limited partnership that is registered in the State of Delaware upon the payment of the annual tax and all penalties and interest thereon for each year for which such domestic limited partnership, registered series or foreign limited partnership neglected, refused or failed to pay an annual tax.

# (i)

The Attorney General, either on the Attorney General’s own motion or upon request of the Secretary of State, whenever any annual tax due under this chapter from any domestic limited partnership, registered series or foreign limited partnership shall have remained in arrears for a period of 3 months after the tax shall have become payable, may apply to the Court of Chancery, by petition in the name of the State of Delaware, on 5 days’ notice to such domestic limited partnership, registered series or foreign limited partnership, which notice may be served in such manner as the Court may direct, for an injunction to restrain such domestic limited partnership, registered series or foreign limited partnership from the transaction of any business within the State of Delaware or elsewhere, until the payment of the annual tax, and all penalties and interest due thereon and the cost of the application, which shall be fixed by the Court. The Court of Chancery may grant the injunction, if a proper case appears, and upon granting and service of the injunction, such domestic limited partnership, registered series or foreign limited partnership thereafter shall not transact any business until the injunction shall be dissolved.

# (j)

A domestic limited partnership that has ceased to be in good standing by reason of the limited partnership’s neglect, refusal or failure to pay an annual tax shall remain a domestic limited partnership formed under this chapter, and each registered series thereof shall remain a registered series formed under this chapter, and each protected series thereof shall remain a protected series established under this chapter. A registered series that has ceased to be in good standing by reason of the registered series’ neglect, refusal or failure to pay an annual tax shall remain a registered series formed under this chapter. The Secretary of State shall not accept for filing any certificate (except a certificate of resignation of a registered agent when a successor registered agent is not being appointed and certificates of amendment of certificate of division as required by § 17-220(h)(5) of this title) required or permitted by this chapter to be filed in respect of any domestic limited partnership, registered series or foreign limited partnership if such domestic limited partnership, registered series or foreign limited partnership has neglected, refused or failed to pay an annual tax, and shall not issue any certificate of good standing with respect to such domestic limited partnership, registered series or foreign limited partnership, unless and until such domestic limited partnership, registered series or foreign limited partnership shall have been restored to and have the status of a domestic limited partnership or registered series in good standing or a foreign limited partnership duly registered in the State of Delaware.

# (k)

A domestic limited partnership that has ceased to be in good standing (and each protected series and registered series thereof), a registered series that has ceased to be in good standing, or a foreign limited partnership that has ceased to be registered in the State of Delaware by reason of the domestic limited partnership’s, registered series’ or foreign limited partnership’s neglect, refusal or failure to pay an annual tax may not maintain any action, suit or proceeding in any court of the State of Delaware until such domestic limited partnership, registered series or foreign limited partnership has been restored to and has the status of a domestic limited partnership, registered series or foreign limited partnership in good standing or duly registered in the State of Delaware. An action, suit or proceeding may not be maintained in any court of the State of Delaware by any successor or assignee of such domestic limited partnership (or any protected series or registered series thereof), registered series, or foreign limited partnership on any right, claim or demand arising out of the transaction of business by such domestic limited partnership (or any protected series or registered series thereof) or registered series after the domestic limited partnership or registered series has ceased to be in good standing or a foreign limited partnership that has ceased to be registered in the State of Delaware until such domestic limited partnership, registered series or foreign limited partnership, or any person that has acquired all or substantially all of its assets, has paid any annual tax then due and payable, together with penalties and interest thereon.

# (l)

The neglect, refusal or failure of a domestic limited partnership, registered series or foreign limited partnership to pay an annual tax shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership or prevent such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.

# (m)

A limited partner of a domestic limited partnership, registered series or foreign limited partnership is not liable as a general partner of such domestic limited partnership, registered series or foreign limited partnership solely by reason of the neglect, refusal or failure of such domestic limited partnership, registered series or foreign limited partnership to pay an annual tax or by reason of such domestic limited partnership, registered series or foreign limited partnership ceasing to be in good standing or duly registered. A protected series or registered series of a domestic limited partnership is not liable for the debts, obligations or liabilities of such domestic limited partnership or any other series thereof solely by reason of the neglect, refusal or failure of such domestic limited partnership or other series to pay an annual tax or by reason of such domestic limited partnership or other series ceasing to be in good standing.

Amendment history

66 Del. Laws, c. 316, § 69; 67 Del. Laws, c. 348, §§ 32, 33; 68 Del. Laws, c. 246, § 5; 69 Del. Laws, c. 258, §§ 53, 54; 70 Del. Laws, c. 186, § 1; 72 Del. Laws, c. 128, § 19; 74 Del. Laws, c. 52, §§ 20, 21; 76 Del. Laws, c. 287, § 2; 77 Del. Laws, c. 78, § 23; 79 Del. Laws, c. 212, § 2; 82 Del. Laws, c. 46, § 26; 84 Del. Laws, c. 96, § 10; 85 Del. Laws, c. 46, § 13; 85 Del. Laws, c. 273, § 16

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In this title (22 sections)

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