Section 171.10  Prohibited Terms in Title

 

The name of a limited partnership or limited liability limited partnership or the assumed name of a limited partnership or limited liability limited partnership shall not contain the terms "Corporation", "Corp.", "Incorporated", "Inc.", "Company", or "Co.".

 

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

 

Section 171.15  Improper Names

 

The name of a limited partnership or limited liability limited partnership or the assumed name of a limited partnership or limited liability limited partnership shall not contain any word or words that create a connotation that is offensive to good taste.  By way of example only, prohibited words and phrases include, but are not limited to, profanity, those that are likely to be considered slurs based on race, ethnicity, sexual orientation or gender, or those that otherwise defame a person or group of persons.

 

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

 

Section 171.20  Assumed Names

 

a)         A limited partnership or limited liability limited partnership may adopt, change, renew or cancel an assumed name by filing an application with the Department and paying the fee stated at Section 1302(b)(5) of the ULPA.  The application shall contain the name of the limited partnership or limited liability limited partnership, the file number, and the assumed name to be adopted, changed, renewed, or cancelled.

 

b)         The application to adopt, change, or cancel an assumed name shall be on a separate form from the application to renew an assumed name.

 

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

 

Section 171.25  Definitions

 

In addition to the definitions contained in Section 102 of the Uniform Limited Partnership Act (2001) the following definitions shall apply:

 

"Abstracts of Limited Partnerships" shall consist of a hard copy print-out of the information shown on the computer records of the Department of Business Services of the Office of the Secretary of State.

 

"Department" shall mean the Department of Business Services of the Office of the Secretary of State.

 

"Director" shall mean the Director of the Department of Business Services.

 

"Interrogatories" shall mean a written request for information to ascertain whether a limited partnership or a limited liability limited partnership has complied with the provisions of the ULPA.

 

"Secretary" shall mean the Secretary of State of Illinois.

 

"ULPA" shall mean the Uniform Limited Partnership Act (2001) [805 ILCS 215].

 

"ULPA Section" shall mean the unit of the Department that administers the ULPA.

 

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

 

Section 171.30  Applicability

 

The provisions of this Part shall be applicable to all limited partnerships and limited liability limited partnerships that are or that will or may become subject to the provisions of the Uniform Limited Partnership Act (2001).

 

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

 

Section 171.35  Filing Location

 

a)         All documents required to be filed with the Secretary of State pursuant to the ULPA shall be filed with the Department.

 

b)         Documents submitted for filing in Springfield, the Department's headquarters, shall be filed at the following address:

 

Department of Business Services

Limited Partnership Section

Room 357, Howlett Building

Springfield, Illinois  62756

 

c)         Documents submitted by mail for filing should be sent to the Department's Springfield office.

 

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

 

Section 171.40  Business Hours

 

The Department of Business Services business hours are 8:00 a.m. to 4:30 p.m. in Springfield, Monday through Friday, except holidays.

 

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

 

Section 171.45  Filing Requirements

 

a)         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.  The evidence shall be provided in the formats set forth in this subsection (a).  All other entities not specifically addressed shall provide proof of existence in the manner prescribed by this subsection that most appropriately applies to their entity format.

 

1)         Corporations, limited liability companies, limited partnerships and limited liability limited partnerships serving as general partners in limited partnerships or foreign limited partnerships shall provide either a Certificate of Existence or a Certificate of Good Standing duly authenticated by the proper officer from the state or country of domicile.

 

2)         General partnerships serving as general partners in limited partnerships shall provide a statement of information that includes the names of the partnership, the state of formation, the country of formation, the date of formation, the address at which the records of the partnership are kept, and the names and addresses of all partners.  The statement shall be sworn to, dated and executed by one of the general partners.

 

3)         Trusts serving as general partners in limited partnerships shall provide to the Secretary of State evidence of existence, including the name of the trust, the date of its creation, the name of all trustees, the state of location of the trust, and that the trust is currently in full force and effect.  The statement shall be dated and executed by a trustee.  

 

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

 

b)         When filing its admission to transact business pursuant to ULPA Section 901, 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.

 

c)         Documents transmitted for filing electronically must include the name of the person making the submission.  The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the limited liability company, as the case may be, and that the facts stated in the submission are true.  Compliance with this Section shall satisfy the signature requirements of ULPA Section 204, which shall otherwise apply.

 

(Source:  Amended at 35 Ill. Reg. 8233, effective May 13, 2011)

 

Section 171.50  Additional Requirements for Forms

 

a)         All documents required by the ULPA to be filed in the Office of the Secretary of State shall be made on the most recent version of forms prescribed and furnished by the Secretary of State.  Fees for the forms can be found at 805 ILCS 215/1302.  The Secretary of State employs the following forms:

 

1)         Form LP 108.5 Application to Adopt, Change or Cancel an Assumed Name (see 805 ILCS 215/108.5);

 

2)         Form LP 108.5(e) Assumed Name Renewal Application (see 805 ILCS 215/108.5(e));

 

3)         Form LP 109 Application to Reserve Name, Cancellation of Reserved Name, Transfer of Reserved Name (see 805 ILCS 215/109);

 

4)         Form LP 115 Change of Designated Office or Agent for Service of Process (see 805 ILCS 215/115);

 

5)         Form LP 116 Resignation of Agent for Service of Process (see 805 ILCS 215/116);

 

6)         Form LP 117 Affidavit of Compliance for Service on Secretary of State (see 805 ILCS 215/117);

 

7)         Form LP 201 Certificate of Limited Partnership (see 805 ILCS 215/201);

 

8)         Form LP 202 Amendment to the Certificate of Limited Partnership (see 805 ILCS 215/202);

 

9)         Form LP 202-RECE Restated Certificate of Limited Partnership (see 805 ILCS 215/202);

 

10)        Form LP 203 Statement of Termination of the Certificate of Limited Partnership (see 805 ILCS 215/203);

 

11)        Form LP 207 Statement of Correction (see 805 ILCS 215/207);

 

                                    12)        Form LP 210 Annual Report (see 805 ILCS 215/210);

 

13)        Form LP 810/906.5 Application for Reinstatement (see 805 ILCS 215/810);

 

14)        Form LP 902 Application for Certificate of Authority (see 805 ILCS 215/902);

 

15)        Form LP 902.5 Amended Application for Certificate of Authority (see 805 ILCS 215/902);

 

16)        Form LP 906.5 Reinstatement Following Revocation (see 805 ILCS 215/906.5);

 

17)        Form LP 907 Cancellation of Certificate of Authority (see 805 ILCS 215/907);

 

18)        Form LP 1104 Articles of Conversion (see 805 ILCS 215/1104);

 

19)        Form LP 1108 Articles of Merger (see 805 ILCS 215/1108).

 

b)         All documents filed with the Department, except the original certificates of limited partnership and applications for admission of a foreign limited partnership shall contain the file number assigned to the partnership by the Department.

 

c)         All documents and attachments submitted by a limited partnership or limited liability partnership shall be typewritten on 8½ x 11" white paper.

 

(Source:  Amended at 37 Ill. Reg. 12573, effective July 17, 2013)

 

Section 171.55  Payment of Fees

 

All payments of fees with respect to the filing of certificates of limited partnership or limited liability limited partnership (domestic) and certificates of admission (foreign) shall be by money order, certified check, cashier's check, or a check drawn on the account of an Illinois licensed attorney or certified public accountant, made payable to the "Secretary of State", or by a credit card, a debit card or an electronic fund transfer.  All other payments may be made by entity check, payable to the "Secretary or State".  Any check that is returned by the bank to the Secretary of State's Office for any reason will immediately void the transaction for which it was intended and the Secretary of State shall treat the filing event as never occurring.

 

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

 

Section 171.60  Sale of Information

 

a)         Information concerning any limited partnership or limited liability limited partnership shall be available to the public from the Department of Business Services upon written request, or by telephone or in person, or, if technology is available, on line through interactive computer.

 

b)         Information in the form of an abstract of record concerning the limited partnerships or limited liability limited partnerships on file with the Department shall be printed from the computer file of the Department, and shall consist of the limited partnership or limited liability limited partnership name, its date of formation, any assumed name, its registered agent, the address of the office at which the records are maintained, the foreign jurisdiction where formed (if applicable), the date of filing with the Department, and the file number assigned by the Department.  The fee for each abstract of record requested on a routine basis shall be $25.  If expedited service is requested pursuant to Section 1308 of the ULPA, an additional $20 will be required.

 

c)         Copies and fees:

 

1)         Copies of all documents pertaining to limited partnerships or limited liability limited partnerships on file with the Department are available:

 

A)        upon written request and payment of the required fee;

 

B)        by telephone request with advance payment using a credit card, a debit card or an electronic funds transfer;

 

C)        in person and with payment of the required fee at the Department's address as set forth in Section 171.35.

 

2)         The fee for copies and certification of any documents is established in Section 1302 of the ULPA, and the expedited fee, if applicable, for copies is established in Section 1308 of the ULPA.

 

d)         Computer connections by non-Department users:

 

1)         Computer terminal connections to the Secretary's computer may be provided to other State agencies.  This service may be made available at no charge so long as the requesting agency incurs all costs and so long as the service does not substantially increase costs or network traffic on the Secretary's computer.

 

2)         Computer terminal connection may be allowed to commercial users provided that all costs are borne by the commercial user.  The allowance of computer terminal connections shall be contingent upon the best interests of the Office of the Secretary of State, cost-effectiveness of providing the information through computer terminal connections as opposed to other methods, and other factors that may impede the operations of the Office of the Secretary of State.  This service will be suspended at any time should the connection interfere with the Secretary's internal work schedules and processing.

 

3)         Fees for information supplied by means of computer connections between the Secretary of State's computers and those of any other agency, corporation, or person may be paid on an annual basis for all information delivered during that year, as determined by the Secretary and the agency or person to be the economically simplest way of billing.  The proper fee shall be determined by negotiation between the agency or commercial user and the Director based upon telephone line charges, rental or purchase fees for terminals, and any other appropriate factors, such as the statutory fees set forth at Sections 1302 and 1308 of the ULPA, for certificates of information and requirements of this Part.

 

4)         No users may print any list or abstract from the computer connection.  Lists of ULPA information including the names and information concerning all limited partnerships may only be purchased pursuant to the provisions of this Part.  Computer connections are to be used only to look up information.  No changes on the Department's ULPA files may be made by any computer connection user.

 

e)         Terms and conditions for computer maintained ULPA information:

 

1)         The information supplied by the Department to other agencies, commercial users, or other persons, shall be in the abstract format only, as specified in subsection (b) of this Section.

 

2)         The fee for the entire file of current and dissolved limited partnerships and assumed names shall be determined in accordance with the provisions of subsection (d)(3) of this Section.  If the file is purchased on computer disc or tape, the purchaser shall supply the Department with computer discs or tapes compatible with the Secretary's computer equipment on to which the information shall be transferred.

 

3)         All purchase requests shall be submitted in writing to the Director.  Payment shall be made to the Department before delivery of the information to the purchaser.  Payment shall be made by check or money order payable to the "Secretary of State" or by credit or debit card.

 

4)         All commercial or other type purchasers shall sign a written agreement setting forth the terms and conditions required by Illinois law, and as may be deemed appropriate after negotiation between the Department and the purchaser.

 

5)         The commercial purchaser shall not resell to any other purchaser the information obtained from the Department in the same form or format in which it is obtained from the Department.  Resale of information in the same form or format shall result in cancellation of access to information by the Department.  The commercial purchaser may sell the information to the subscribers of its computer or business information services only on the basis of each limited partnership as needed by the subscriber.

 

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

 

Section 171.65  Refunds

 

Refunds for overpayments exceeding $5 shall be paid by the Department upon request.

 

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

 

Section 171.70  Service of Process

 

a)         For the purposes of the ULPA, the procedures set forth in this Section shall apply.

 

b)         Any process, notice or demand to be served under this Part shall be made upon the Secretary, or the Director, or any employee of the Department designated by the Director to accept such service for him or her, in the following manner:

 

1)         Service shall comply with the provisions of Part 2 of the Code of Civil Procedure [735 ILCS 5/Art. II, Part 2], the Federal Rules of Civil Procedure (FRCP Rule 4), or any administrative rules of service, as may be appropriate.

 

2)         The affidavit of compliance required by Section 117 of the ULPA to be appended to the process, notice or demand to be served, containing the information described in subsection (b), shall be signed by the person instituting the action, suit or proceeding or by an attorney of record, and the signature of the affiant, without more, shall constitute the affirmation or acknowledgement, under penalties of perjury, that the affidavit is the act or deed of the affiant and that the facts stated in the affidavit are true.

 

c)         The affidavit of compliance shall state:

 

1)         the title of the court or administrative agency;

 

2)         the title of the case, showing the names of the first named plaintiff and the first named defendant;

 

3)         the number of the case;

 

4)         the title of the instrument;

 

5)         the title of the limited partnership to be served;

 

6)         the basis for service on the Secretary;

 

7)         the address to which the instrument is to be sent (by registered or certified mail) by the affiant;

 

8)         the name, address and telephone number of the attorney of record for the plaintiff or other affiant.

 

d)         Service of any process, notice or demand made under this Part shall be made with the Department at the address set forth in Section 171.35.

 

e)         At the time of any service under this Part, there shall be paid a fee of $50 (see Section 1302 of the ULPA), payable by check or money order to the "Secretary of State".  Each process, notice or demand shall be submitted with separate payment.

 

f)         The Department shall maintain original file copies, which shall be in paper form or an acceptable archival medium, and originals may be discarded upon verification of archival medium (microfilm or electronic imaging) and upon approval by the State Records Commission (see 5 ILCS 160/16).

 

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

 

Section 171.75  Interrogatories

 

a)         The Secretary of State may propound to any limited partnership or limited liability limited partnership subject to the provisions of the ULPA, and to any partner, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether the limited partnership or limited liability limited partnership has complied with all the applicable provisions of the ULPA and this Part.  The interrogatories shall be answered within 30 days after their mailing, or within such additional time as shall be fixed by the Secretary, and the answers shall be full and complete, and shall be made in writing and under oath.  If the interrogatories are directed to a person, they shall be answered by him or her.  If directed to a limited partnership or limited liability limited partnership, they shall be answered by the general partners or limited partners.  The Secretary need not file any document to which the interrogatories relate until the interrogatories are answered as required by this subsection and not then if the answers disclose that the document is not in conformity with the provisions of the ULPA and this Part.  The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers that disclose a violation of any of the provisions of the ULPA and this Part.

 

b)         Interrogatories propounded by the Secretary of State and the answers to those interrogatories shall not be open to public inspection, nor shall the Secretary disclose any facts or information obtained from interrogatories or answers, except insofar as official duty may require them to be made public or in the event the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by the State.

 

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

 

Section 171.80  Right to Counsel

 

a)         Hearing procedures will be governed by 14 Ill. Adm. Code 150, Subpart A.

 

b)         Any party may appear and be heard through an attorney at law licensed to practice in the State of Illinois.

 

1)         Attorneys admitted to practice in states other than the State of Illinois may appear and be heard upon the attorney's verbal representation or written documentation as to the attorney's admittance, pursuant to an order pro hac vice, entered by a judge of the circuit court of the county in which the hearing is conducted, as provided in Supreme Court Rule 707.

 

2)         A natural person may appear and be heard on his or her own behalf.

 

3)         A corporation, limited liability company, association or partnership may appear and present evidence by any bona fide officer, employee or representative.

 

c)         Only an attorney properly licensed shall represent anyone else in any hearing in any matter involving the exercise of legal skill or knowledge.  The standards of conduct shall be the same as before the Courts of the State of Illinois.

 

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

 

Section 171.85  New Practices and Technologies

 

The Secretary of State is authorized to accept and file electronically submitted ULPA documents and to store, view and retrieve all ULPA documents and correspondence by means of an electronic storage system.

 

(Source:  Added at 32 Ill. Reg. 17971, effective December 1, 2008)

 

Section 171.90  Extension of Filing Deadlines

 

Filing of Organizational Documents, Annual Reports, and Other Business Entity Materials

 

a)         All organizational documents, annual reports, and other business entity materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes shall be filed with the Business Services Department, Howlett Building, Room 350, Springfield IL 62756 or 69 West Washington, Suite 1240, Chicago IL 60602.

 

b)         Pursuant to the powers vested in him by Section 5(7) of the Secretary of State Act, the Secretary of State hereby extends for the duration of the disaster proclaimed by the Governor in Gubernatorial Proclamation number 2020-038, issued on March 9, 2020, as extended by subsequent proclamations, and for a period of 90 days thereafter, the filing deadlines for materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes and that were due to be filed on or after March 17, 2020.  This extension period may be rescinded by the Secretary of State through the adoption of an emergency rule.

 

c)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 1309 of the Uniform Limited Partnership Act (ULPA) that require the Secretary of State to, within 10 days after any of the documents subject to Section 1309 are delivered to the Secretary for filing, give written notice of his or her disapproval of the documents are suspended for the duration of the disaster proclaimed in Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter. During this period of suspension, the Secretary shall process these documents as expeditiously as possible.

 

d)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 1308 of the ULPA that require the Secretary of State to provide expedited services upon request are suspended for the duration of the disaster proclaimed in the Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter. During this period of suspension, the Secretary shall process the expedited documents within 24 hours or as soon as possible thereafter. For purposes of filing dates, the date the document was submitted for filing will be the document's filing date.

 

(Source:  Amended at 45 Ill. Reg. 7157, effective May 28, 2021)