Section 166.40  Filing Requirements

a)         Corporations serving as partners in limited liability partnerships or foreign limited liability partnerships must comply with the following:

1)         a domestic corporation shall be in good standing in Illinois and the statement of qualification shall be executed by a corporate officer.

2)         a foreign corporation qualified in Illinois shall be in good standing in Illinois and the statement of qualification shall be executed by a corporate officer.

3)         a foreign corporation not qualified in Illinois shall be in good standing in its state or jurisdiction of formation and provide a certificate to that effect issued within the preceding 30 days by its state or jurisdiction with the statement of qualification, which shall be executed by a corporate officer.

b)         Limited liability companies serving as partners in limited liability partnerships or foreign limited liability partnerships must comply with the following:

1)         a domestic limited liability company shall be in good standing in Illinois and the statement of qualification shall be executed by a company member or manager.

2)         a foreign limited liability company qualified in Illinois shall be in good standing in Illinois and the statement of qualification shall be executed by a member or manager.

3)         a foreign limited liability company not qualified in Illinois shall be in good standing in its state or jurisdiction of formation and provide a certificate to that effect issued within the preceding 30 days by its state or jurisdiction with the statement of qualification, which shall be executed by a company member or manager.

c)         Limited partnerships serving as partners in limited liability partnerships or foreign limited liability partnerships must comply with the following:

1)         a domestic limited partnership must be in good standing in Illinois and the statement of qualification shall be executed by a general partner.

2)         a foreign limited partnership qualified in Illinois shall be in good standing in Illinois and the statement of qualification shall be executed by a general partner.

3)         a foreign limited partnership not qualified in Illinois shall be in good standing in its state or jurisdiction of formation and provide a certificate to that effect issued within the preceding 30 days by its state or jurisdiction with the  statement of qualification, which shall be executed by a general partner.

d)         General partnerships serving as partners in limited liability partnerships must comply with the following:

1)         both domestic and foreign general partnerships must identify their state of formation, the county of their formation, and their office of records address.

2)         all partners are to be identified by name and those partners that are partnerships, corporations, limited liability companies, or other non-personal entities shall provide documentation of their existence in good standing in the states of formation or organization.

e)         Trusts serving as partners in limited liability partnerships must provide to the Secretary of State evidence of existence by a statement of trustee, dated and executed.

f)          Estates serving as partners in limited liability partnerships must provide the Secretary of State evidence of existence by a copy of the relevant court order, dated and executed.

g)         All entities, other than natural persons, serving as partners in limited liability partnerships must provide evidence of existence upon request of the Secretary of State, and must comply with the following:

1)         any partner using an Illinois address must be qualified in Illinois.

2)         any partner with a foreign address and not qualified in Illinois shall provide a certificate of good standing issued by the state of formation within the preceding 30 days.

h)         When filing its statement of foreign qualification pursuant to Section 1102 of the UPA, any foreign limited liability partnership shall submit an original certified copy of the domestic registration as well as a certificate of existence issued by its state or jurisdiction of formation.  The Department shall reject any proposed filing that does not contain both the original certified copy of the domestic registration and a certificate of existence or good standing by the state or jurisdiction of formation.

i)          When a limited partnership is a partner in a newly formed limited liability partnership, or when the limited partnership is substituted by amendment as a partner, then the name of the limited partnership shall be written, typed or printed in the space for the partner on the certificate of authority or amendments to the certificate.