Learn how to file a Delaware Limited Partnership Certificate of Cancellation. Steps, requirements, fees, and expert guidance for smooth LP dissolution.
Delaware Limited Partnership Certificate of Cancellation
Canceling a Delaware Limited Partnership (LP) is a formal legal process that must be completed through the Delaware Division of Corporations. Whether you are dissolving a domestic LP formed in Delaware or withdrawing a foreign LP registered to do business in the state, the cancellation requires accurate documentation, proper payment, and strict compliance with state requirements.
1. State Requirements Before Filing the Cancellation
Before the Delaware Division of Corporations will accept a Certificate of Cancellation, several mandatory requirements must be fulfilled. Preparing these items in advance helps avoid rejection and ensures the filing moves through the system efficiently.
Pay All Outstanding Taxes
Delaware requires all Limited Partnerships to pay any outstanding franchise taxes or annual tax obligations before the cancellation can be processed. The tax payment must be included with your cancellation filing.
Because tax calculations can vary depending on your LP’s activity and timing, the state recommends contacting the Franchise Tax Section in advance to determine:
- Exact taxes owed
- Any outstanding penalties
- Whether an additional final-year payment is required
If you prefer assistance, FastFile can handle the Delaware tax payment on your behalf as a separate service. Simply let us know, and we’ll ensure the correct amount is calculated and submitted properly.
Filing Fee Requirements
The state charges the following fees for LP cancellation filings $200 filing fee for the Certificate of Cancellation.
These fees apply to both domestic LP cancellations and foreign LP withdrawals. If you need multiple certified copies for example, for banks, legal counsel, or international use, you may include additional payment in the same submission.
Check Payment Instructions
All required payments for the cancellation filing must be made by check payable to the Delaware Secretary of State. A single check should cover the filing fee, any certified copy fee you request, and the applicable franchise tax payment.
Ensuring the check is written correctly with the proper payee, accurate amount, and required signature helps keep your cancellation filing moving forward without unnecessary interruptions.
Cover Letter Requirement
Your filing package must include a cover letter containing:
- Your full name
- Mailing address
- Telephone or fax number
This information allows the Delaware Division of Corporations to contact you immediately if clarification, corrections, or additional materials are needed. Without a proper cover letter, your filing may be placed on hold or returned.
Legible Execution Requirement
Delaware requires all signatures on cancellation forms to be:
- Clear
- Legible
- Accompanied by a printed or typed name directly beneath the signature
This requirement ensures the Division of Corporations can verify the authority of the person signing the document. A signature without a printed name is considered incomplete and may cause the filing to be rejected or delayed.
State Requirements Before Filing the Cancellation
2. Required Information for Domestic LP Certificate of Cancellation
Domestic Limited Partnerships formed in Delaware must complete the Certificate of Cancellation with precise information. Any incorrect or missing details may result in the filing being rejected.
Limited Partnership Name
You must provide the exact legal name of the Limited Partnership as it appears on Delaware’s official records. This means the:
- Capitalization
- Spelling
- Punctuation
- Entity suffix (e.g., L.P., Limited Partnership)
These must match perfectly. Delaware will not correct variations or interpret close matches—any inconsistency can cause the filing to be returned. Because the LP name is the foundation of entity identification, verifying it through Delaware’s online entity search before completing the form is recommended.
Original Filing Date of Certificate of Limited Partnership
The Certificate of Cancellation must include the exact date on which the LP’s Certificate of Limited Partnership was originally filed in Delaware. This information establishes the partnership’s formation timeline and allows the state to confirm the correct entity is being canceled.
Providing an incorrect formation date may cause the Division of Corporations to request additional verification, which slows down the approval process. Keeping a copy of your original formation paperwork makes this step easier.
Effective Date of Cancellation
You may choose for the cancellation to take effect:
- Immediately upon filing, or
- On a future effective date specified in the form
If a future date is selected, it must be clearly stated in proper format. The effective date determines when the LP legally ceases to exist in Delaware, which can be important for tax purposes, contract timing, and final business activities. If no date is provided, Delaware will automatically mark the cancellation as effective on the date it is filed.
Execution by General Partner(s) or Liquidating Trustee(s)
Delaware requires that a Domestic LP’s Certificate of Cancellation be signed by:
- All general partners, or
- A liquidating trustee, if one has been appointed to wind up the LP’s affairs
Every signature must be:
- Clear and readable
- Accompanied by the signer’s printed or typed name
- Accompanied by the signer’s title, such as “General Partner” or “Liquidating Trustee”
This requirement ensures Delaware can verify the authority of the individuals who are legally empowered to dissolve the partnership. Missing printed names, illegible signatures, or the absence of a required general partner signature are among the most common reasons filings are rejected.
3. Step-by-Step Filing Instructions (Domestic & Foreign LP)
Canceling a Delaware Limited Partnership whether domestic or foreign requires following a series of precise steps. Delaware’s Division of Corporations reviews cancellation filings carefully, and ensuring each step is completed correctly helps your submission move through the process quickly and without delays.
Step 1: Complete the Correct Cancellation Form
Start by selecting the correct form based on your LP’s status:
- Domestic LPs: Use the Certificate of Cancellation under Section 17-203.
- Foreign LPs: Use the Certificate of Cancellation under Section 17-906, withdrawing the LP’s authority to transact business in Delaware.
Fill out the form completely, ensuring all information is accurate, up-to-date, and legible. Be careful to enter the LP name exactly as it appears in Delaware’s records. Any differences such as missing punctuation or incorrect spacing may cause the state to return the filing for correction.
Step 2: Verify and Pay All Delaware Tax Obligations
Before submitting your cancellation paperwork, all outstanding Delaware taxes must be paid. This includes:
- Annual franchise taxes
- Any accumulated penalties or interest
- Final-year tax obligations
Delaware requires that the tax payment accompany the filing, so this step must be completed before mailing your documents. It is recommended to contact the Franchise Tax Section in advance to verify the exact amount owed. By confirming your tax status early, you avoid delays caused by incomplete or incorrect payments.
Step 3: Prepare Required Cover Letter
All cancellation submissions must include a cover letter. Your letter should contain:
- Your full name
- Mailing address
- Phone or fax number
The Division of Corporations uses this information to reach you immediately if:
- Clarification is needed
- A correction is required
- Payment adjustments must be made
A complete, accurate cover letter ensures no communication delays and helps your filing proceed smoothly through the state’s review process.
Step 4: Prepare the Filing Fee and Tax Check
Prepare a single check that includes all required payments:
- $200 filing fee for the Certificate of Cancellation
- Any franchise tax payment due
The check must be made payable to: “Delaware Secretary of State”
Ensure the check is filled out correctly, clearly written, and signed. Even small mistakes—such as incorrect payee names or missing signatures can cause the state to reject or return your filing.
Step-by-Step Filing Instructions (Domestic & Foreign LP)
Step 5: Submit the Filing to the Delaware Division of Corporations
Assemble your complete filing package:
- Completed Certificate of Cancellation
- Required cover letter
- Filing fee and tax payment
- Optional requests for certified copies
Your package may be submitted by mail or courier to the Delaware Division of Corporations. If you need faster processing, Delaware offers several expedited service options, which must be requested at the time of submission and paid for in addition to the regular filing fee. Submitting a complete, well-organized package helps ensure your filing is processed as quickly and accurately as possible.
Step 6: Receive the Stamped “Filed” Copy (and Certified Copy if Requested)
Once your cancellation is approved, the state will mail you:
- A stamped “Filed” copy, which serves as legal proof that your LP has been formally canceled
- A certified copy, if you requested one and paid the additional fee
This document confirms that the LP is officially dissolved under Delaware law and removed from the state’s active business registry. Keep this stamped copy in your permanent business records. You may need it later when:
- Closing bank accounts
- Completing tax filings
- Responding to legal or regulatory inquiries
Maintaining this document ensures you have proof of cancellation long after the LP has ceased operations.
4. What Happens After Delaware Accepts the Filing?
- Your Limited Partnership is officially canceled
Once Delaware approves your Certificate of Cancellation, the LP is legally dissolved under the Delaware Revised Uniform Limited Partnership Act. This means the entity no longer exists in Delaware and cannot conduct or transact any form of business under its former registration.
- All future Delaware taxes and filing obligations end
After cancellation, the LP no longer owes franchise taxes, annual fees, or periodic filings. All state compliance responsibilities stop as of the official effective date of cancellation.
- A stamped “Filed” copy is mailed as proof of cancellation
Delaware will return a stamped “Filed” copy confirming the cancellation has been officially recorded. This serves as your permanent legal proof and may be required for account closures, tax filings, or compliance verification.
- Record retention is essential for legal and tax purposes
You should keep the stamped cancellation document in your long-term business records. Banks, licensing agencies, accountants, and other states may request a copy even years later.
- Foreign registrations must be canceled separately
If the LP operated in other states, Delaware’s cancellation does not end obligations outside Delaware. Each foreign state requires its own withdrawal filing to prevent future fees or legal liabilities.
5. Common Mistakes to Avoid
- Using an LP name that doesn’t match Delaware’s records
Delaware requires the name to match exactly including punctuation, spacing, and suffixes. Any discrepancy prevents the Division of Corporations from locating your entity and may result in a rejected filing.
- Failing to include franchise tax payments with the submission
LP cancellations will not be processed until all annual taxes and outstanding balances are paid. Missing tax payments is one of the most common causes of delays or returned filings.
- Submitting incorrect or incomplete payment checks
Checks must be made payable to “Delaware Secretary of State” and written for the precise filing fee and tax amount. Errors in the payee line, amounts, or missing signatures cause immediate rejection.
- Forgetting to include the required cover letter
Delaware requires a cover letter with your name, mailing address, and phone/fax number. Without this, the state may have no way to notify you of issues, slowing down processing.
- Omitting printed/typed names beneath signatures
The Division requires all signatures to be accompanied by a printed or typed name. Missing this detail often leads to returned filings because the state cannot verify the signer’s identity.
- Leaving form fields incomplete or illegible
Incorrect dates, unclear handwriting, missing execution titles, or incomplete sections are frequent reasons filings get rejected. Reviewing every field before submission helps ensure fast approval.
Common Mistakes to Avoid
6. Why Work With FastFile – Your Trusted LP Cancellation Partner?
- Expert knowledge of Delaware LP requirements
FastFile prepares your documents precisely according to Delaware’s statutory rules, ensuring the LP name, dates, and execution language are correct the first time. Our expertise eliminates the risk of common filing errors.
- Full tax compliance verification before submission
We contact the Franchise Tax Section on your behalf to verify outstanding balances. This ensures your cancellation is not delayed due to unpaid taxes or unexpected state obligations.
- Professionally assembled filing package
FastFile handles everything including completing forms, drafting the required cover letter, preparing proper payment checks, and ensuring your entire packet meets Delaware’s strict filing standards.
- Accurate payment handling to avoid check-related rejections
Our team prepares the filing and tax payments correctly, following Delaware’s exact payee and fee rules. This prevents payment errors, one of the most common reasons cancellations are returned.
- Support for expedited processing when you need it quickly
If time is critical, FastFile can coordinate expedited services and ensure your cancellation is placed in the fastest processing queue possible.
Conclusion
Canceling a Delaware Limited Partnership requires precise documentation, accurate information, and strict adherence to state requirements. Whether you choose to file independently or work with FastFile’s expert team, following the correct process ensures your LP is properly and permanently canceled under Delaware law.