Section 15-901 - Conversion of certain entities to a domestic partnership(a) As used in this section and in § 15-105 of this title, the term "other entity" means a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or any other incorporated or unincorporated business or entity, including a limited partnership (including a limited liability limited partnership), a foreign partnership or a limited liability company.(b) Any other entity may convert to a domestic partnership (including a limited liability partnership) by complying with subsection (h) of this section and filing with the Secretary of State in accordance with § 15-105 of this title: (1) A certificate of conversion to partnership that has been executed in accordance with § 15-105 of this title;(2) A statement of partnership existence that complies with § 15-303 of this title and has been executed in accordance with § 15-105 of this title; and(3) In the case of a conversion to a limited liability partnership, a statement of qualification in accordance with § 15-1001(c) of this title. Each of the certificate and statements required by this subsection (b) shall be filed simultaneously with the Secretary of State and, if such certificate and statements are not to become effective upon their filing as permitted by § 15-105(h) of this title, then such certificate and each such statement shall provide for the same effective date or time in accordance with § 15-105(h) of this title.
(c) The certificate of conversion to partnership shall state: (1) The date on which and jurisdiction where the other entity was first created, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic partnership;(2) The name and type of entity of the other entity immediately prior to the filing of the certificate of conversion to partnership;(3) The name of the partnership as set forth in its statement of partnership existence filed in accordance with subsection (b) of this section;(4) The future effective date or time (which shall be a date or time certain) of the conversion to a partnership if it is not to be effective upon the filing of the certificate of conversion to partnership and the statement of partnership existence; and(5) In the case of a conversion to a limited liability partnership, that the partnership agreement of the partnership states that the partnership shall be a limited liability partnership.(d) Upon the filing with the Secretary of State of the certificate of conversion to partnership, the statement of partnership existence and the statement of qualification (if applicable), or upon the future effective date or time of the certificate of conversion to partnership, the statement of partnership existence and the statement of qualification (if applicable), the other entity shall be converted into a domestic partnership (including a limited liability partnership, if applicable) and the partnership shall thereafter be subject to all of the provisions of this chapter, except that the existence of the partnership shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being.(e) The conversion of any other entity into a domestic partnership (including a limited liability partnership) shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic partnership, or the personal liability of any person incurred prior to such conversion.(f) When any conversion shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall remain vested in the domestic partnership to which such other entity has converted and shall be the property of such domestic partnership, and the title to any real property vested by deed or otherwise in such other entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the domestic partnership to which such other entity has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic partnership. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic partnership to which such other entity has converted for any purpose of the laws of the State of Delaware.(g) Unless otherwise agreed, for all purposes of the laws of the State of Delaware, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity. When another entity has been converted to a domestic partnership pursuant to this section, for all purposes of the laws of the State of Delaware, the domestic partnership shall be deemed to be the same entity as the converting other entity and the conversion shall constitute a continuation of the existence of the converting other entity in the form of a domestic partnership.(h) Prior to the time a certificate of conversion to partnership becomes effective as provided in this chapter, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and a partnership agreement shall be approved by the same authorization required to approve the conversion; provided, that in the event the continuing domestic partnership is not a limited liability partnership, such approval shall include the approval of any person who, at the effective date or time of the conversion, shall be a partner of the partnership.(i) In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a domestic partnership may be exchanged for or converted into cash, property, rights or securities of or interests in such domestic partnership or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of or interests in another domestic partnership or other entity, may remain outstanding or may be cancelled.(j) In connection with the conversion of any other entity to a domestic partnership (including a limited liability partnership), a person is admitted as a partner of the partnership as provided in the partnership agreement. For the purpose of subsection (b) of § 15-306 of this title, a person who, at the effective time or date of the conversion of any other entity to a domestic partnership (including a limited liability partnership), is a partner of the partnership, shall be deemed admitted as a partner of the partnership at the effective date or time of such conversion.(k) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, another entity to the State of Delaware by any other means provided for in a document, instrument, agreement or other writing, including by the amendment of any such document, instrument, agreement or other writing, or by applicable law.Amended by Laws 2021 , ch. 380, s 4, eff. 8/1/2022.Amended by Laws 2017 , ch. 87, s 3, eff. 8/1/2017.Amended by Laws 2013 , ch. 75, s 2, eff. 8/1/2013. 72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, §§ 25- 27; 73 Del. Laws, c. 85, § 13; 73 Del. Laws, c. 329, § 14; 74 Del. Laws, c. 103, § 9; 74 Del. Laws, c. 266, §7; 75 Del. Laws, c. 50, §§ 12- 21; 75 Del. Laws, c. 416, §§ 7, 8; 76 Del. Laws, c. 106, § 11; 77 Del. Laws, c. 59, § 10; 78 Del. Laws, c. 98, § 9; 78 Del. Laws, c. 271, § 4.;