Section 171.45  Filing Requirements

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

1)         a domestic corporation shall be in good standing in Illinois and the partnership registration application shall be executed by a corporate officer.

2)         a foreign corporation qualified in Illinois shall be in good standing in Illinois and the partnership registration application 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 that state or jurisdiction with the partnership registration application executed by a corporate officer.

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

1)         a domestic limited liability company shall be in good standing in Illinois and the partnership registration application 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 partnership registration application shall be executed by a company 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 that state or jurisdiction with the partnership registration application executed by a company member or manager.

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

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

2)         a foreign limited partnership qualified in Illinois shall be in good standing in Illinois and the partnership registration application 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 that state or jurisdiction with the partnership registration application executed by a general partner.

d)         General partnerships serving as general partners in limited 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 record 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 general partners in limited partnerships must provide to the Secretary of State evidence of existence by a statement of trustee, dated and executed.

f)          Estates serving as general partners in limited 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 general partners in limited partnerships must provide evidence of existence upon request of the Secretary of State, and must comply with the following:

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

2)         any general partner with a foreign address and not qualified in Illinois shall provide a certificate of good standing from the state of formation.

h)         When filing its admission to transact business pursuant to Section 901 of the ULPA, any foreign limited partnership shall submit an original certificate of existence issued by its state or jurisdiction of formation within the preceding 30 days.  The Department shall reject any proposed filing that does not contain the certificate of existence or good standing by the state or jurisdiction of formation.

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

(Source:  Added at 32 Ill. Reg. 346, effective January 7, 2008)