SB2982eng 93RD GENERAL ASSEMBLY

SB2982 Engrossed LRB093 17687 WGH 43363 b

AN ACT concerning limited partnerships.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

ARTICLE 1 GENERAL PROVISIONS

6		Section 0.01. Short title. This Act may be cited as the
7		Uniform Limited Partnership Act (2001).

8		Section 101. Short title. (See Section 0.01 for short
9		title.)

10		Section 102. Definitions. In this Act:
11		(1) "Anniversary" means that day every year exactly one
12		or more years after: (i) the date the certificate of
13		limited partnership was filed by the Office of the
14		Secretary of State, in the case of a limited partnership;
15		or (ii) the date the certificate of authority to transact
16		business was filed by the Office of the Secretary of State,
17		in the case of a foreign limited partnership.
18		(2) "Anniversary month" means the month in which the
19		anniversary of the limited partnership or foreign limited
20		partnership occurs.
21		(3) "Certificate of limited partnership" means the
22		certificate required by Section 201. The term includes the
23		certificate as amended or restated.
24		(4) "Contribution", except in the phrase "right of
25		contribution", means any benefit provided by a person to a
26		limited partnership in order to become a partner or in the
27		person's capacity as a partner.
28		(5) "Debtor in bankruptcy" means a person that is the
29		subject of:
30		(A) an order for relief under Title 11 of the

1		United States Code or a comparable order under a
2		successor statute of general application; or
3		(B) a comparable order under federal, state, or
4		foreign law governing insolvency.
5		(6) "Designated office" means:
6		(A) with respect to a limited partnership, the
7		office that the limited partnership is required to
8		designate and maintain under Section 114; and
9		(B) with respect to a foreign limited partnership,
10		its principal office.
11		(7) "Distribution" means a transfer of money or other
12		property from a limited partnership to a partner in the
13		partner's capacity as a partner or to a transferee on
14		account of a transferable interest owned by the transferee.
15		(8) "Foreign limited liability limited partnership"
16		means a foreign limited partnership whose general partners
17		have limited liability for the obligations of the foreign
18		limited partnership under a provision similar to Section
19		404(c).
20		(9) "Foreign limited partnership" means a partnership
21		formed under the laws of a jurisdiction other than this
22		State and required by those laws to have one or more
23		general partners and one or more limited partners. The term
24		includes a foreign limited liability limited partnership.
25		(10) "General partner" means:
26		(A) with respect to a limited partnership, a person
27		that:
28		(i) becomes a general partner under Section
29		401; or
30		(ii) was a general partner in a limited
31		partnership when the limited partnership became
32		subject to this Act under Section 1206(a) or (b);
33		and
34		(B) with respect to a foreign limited partnership,
35		a person that has rights, powers, and obligations
36		similar to those of a general partner in a limited

1		partnership.
2		(11) "Limited liability limited partnership", except
3		in the phrase "foreign limited liability limited
4		partnership", means a limited partnership whose
5		certificate of limited partnership states that the limited
6		partnership is a limited liability limited partnership.
7		(12) "Limited partner" means:
8		(A) with respect to a limited partnership, a person
9		that:
10		(i) becomes a limited partner under Section
11		301; or
12		(ii) was a limited partner in a limited
13		partnership when the limited partnership became
14		subject to this Act under Section 1206(a) or (b);
15		and
16		(B) with respect to a foreign limited partnership,
17		a person that has rights, powers, and obligations
18		similar to those of a limited partner in a limited
19		partnership.
20		(13) "Limited partnership", except in the phrases
21		"foreign limited partnership" and "foreign limited
22		liability limited partnership", means an entity, having
23		one or more general partners and one or more limited
24		partners, which is formed under this Act by two or more
25		persons or becomes subject to this Act under Article 11 or
26		Section 1206(a) or (b). The term includes a limited
27		liability limited partnership.
28		(14) "Partner" means a limited partner or general
29		partner.
30		(15) "Partnership agreement" means the partners'
31		agreement, whether oral, implied, in a record, or in any
32		combination, concerning the limited partnership. The term
33		includes the agreement as amended.
34		(16) "Person" means an individual, corporation,
35		business trust, estate, trust, partnership, limited
36		liability company, association, joint venture, government;

1		governmental subdivision, agency, or instrumentality;
2		public corporation, or any other legal or commercial
3		entity.
4		(17) "Person dissociated as a general partner" means a
5		person dissociated as a general partner of a limited
6		partnership.
7		(18) "Principal office" means the office where the
8		principal executive office of a limited partnership or
9		foreign limited partnership is located, whether or not the
10		office is located in this State.
11		(19) "Record" means information that is inscribed on a
12		tangible medium or that is stored in an electronic or other
13		medium and is retrievable in perceivable form.
14		(20) "Required information" means the information that
15		a limited partnership is required to maintain under Section
16		111.
17		(21) "Sign" means:
18		(A) to execute or adopt a tangible symbol with the
19		present intent to authenticate a record; or
20		(B) to attach or logically associate an electronic
21		symbol, sound, or process to or with a record with the
22		present intent to authenticate the record.
23		(22) "State" means a state of the United States, the
24		District of Columbia, Puerto Rico, the United States Virgin
25		Islands, or any territory or insular possession subject to
26		the jurisdiction of the United States.
27		(23) "Transfer" includes an assignment, conveyance,
28		deed, bill of sale, lease, mortgage, security interest,
29		encumbrance, gift, and transfer by operation of law.
30		(24) "Transferable interest" means a partner's right
31		to receive distributions.
32		(25) "Transferee" means a person to which all or part
33		of a transferable interest has been transferred, whether or
34		not the transferor is a partner.

35

Section 103. Knowledge and notice.

1		(a) A person knows a fact if the person has actual
2		knowledge of it.
3		(b) A person has notice of a fact if the person:
4		(1) knows of it;
5		(2) has received a notification of it;
6		(3) has reason to know it exists from all of the facts
7		known to the person at the time in question; or
8		(4) has notice of it under subsection (c) or (d).
9		(c) A certificate of limited partnership on file in the
10		Office of the Secretary of State is notice that the partnership
11		is a limited partnership and the persons designated in the
12		certificate as general partners are general partners. Except as
13		otherwise provided in subsection (d), the certificate is not
14		notice of any other fact.
15		(d) A person has notice of:
16		(1) another person's dissociation as a general
17		partner, 90 days after the effective date of an amendment
18		to the certificate of limited partnership which states that
19		the other person has dissociated or 90 days after the
20		effective date of a statement of dissociation pertaining to
21		the other person, whichever occurs first;
22		(2) a limited partnership's dissolution, 90 days after
23		the effective date of an amendment to the certificate of
24		limited partnership stating that the limited partnership
25		is dissolved;
26		(3) a limited partnership's termination, 90 days after
27		the effective date of a statement of termination;
28		(4) a limited partnership's conversion under Article
29		11, 90 days after the effective date of the articles of
30		conversion; or
31		(5) a merger under Article 11, 90 days after the
32		effective date of the articles of merger.
33		(e) A person notifies or gives a notification to another
34		person by taking steps reasonably required to inform the other
35		person in ordinary course, whether or not the other person
36		learns of it.

1		(f) A person receives a notification when the notification:
2		(1) comes to the person's attention; or
3		(2) is delivered at the person's place of business or
4		at any other place held out by the person as a place for
5		receiving communications.
6		(g) Except as otherwise provided in subsection (h), a
7		person other than an individual knows, has notice, or receives
8		a notification of a fact for purposes of a particular
9		transaction when the individual conducting the transaction for
10		the person knows, has notice, or receives a notification of the
11		fact, or in any event when the fact would have been brought to
12		the individual's attention if the person had exercised
13		reasonable diligence. A person other than an individual
14		exercises reasonable diligence if it maintains reasonable
15		routines for communicating significant information to the
16		individual conducting the transaction for the person and there
17		is reasonable compliance with the routines. Reasonable
18		diligence does not require an individual acting for the person
19		to communicate information unless the communication is part of
20		the individual's regular duties or the individual has reason to
21		know of the transaction and that the transaction would be
22		materially affected by the information.
23		(h) A general partner's knowledge, notice, or receipt of a
24		notification of a fact relating to the limited partnership is
25		effective immediately as knowledge of, notice to, or receipt of
26		a notification by the limited partnership, except in the case
27		of a fraud on the limited partnership committed by or with the
28		consent of the general partner. A limited partner's knowledge,
29		notice, or receipt of a notification of a fact relating to the
30		limited partnership is not effective as knowledge of, notice
31		to, or receipt of a notification by the limited partnership.

32		Section 104. Nature, purpose, and duration of entity.
33		(a) A limited partnership is an entity distinct from its
34		partners. A limited partnership is the same entity regardless
35		of whether its certificate states that the limited partnership

1		is a limited liability limited partnership.
2		(b) A limited partnership may be organized under this Act
3		for any lawful purpose and may carry on any business that a
4		partnership without limited partners may carry on except
5		banking, the operation of railroads, and insurance unless
6		carried on as a business of a limited syndicate authorized and
7		regulated by the Director of Insurance under Article V 1/2 of
8		the Illinois Insurance Code or for the purpose of carrying on
9		business as a member of a group including incorporated and
10		individual unincorporated underwriters when the Director of
11		Insurance finds that the group meets the requirements of
12		subsection (3) of Section 86 of the Illinois Insurance Code and
13		the limited partnership, if insolvent, is subject to
14		liquidation by the Director of Insurance under Article XIII of
15		the Illinois Insurance Code.
16		(c) A limited partnership has a perpetual duration.

17		Section 105. Powers. A limited partnership has the powers
18		to do all things necessary or convenient to carry on its
19		activities, including the power to sue, be sued, and defend in
20		its own name and to maintain an action against a partner for
21		harm caused to the limited partnership by a breach of the
22		partnership agreement or violation of a duty to the
23		partnership.

24		Section 106. Governing law. The law of this State governs
25		relations among the partners of a limited partnership and
26		between the partners and the limited partnership and the
27		liability of partners as partners for an obligation of the
28		limited partnership.

29		Section 107. Supplemental principles of law; rate of
30		interest.
31		(a) Unless displaced by particular provisions of this Act,
32		the principles of law and equity supplement this Act.
33		(b) If an obligation to pay interest arises under this Act

1		and the rate is not specified, the rate is that specified in
2		Section 4 of the Interest Act.

3		Section 108. Name.
4		(a) The name of a limited partnership may contain the name
5		of any partner.
6		(b) The name of a limited partnership that is not a limited
7		liability limited partnership must contain the phrase "limited
8		partnership" or the abbreviation "L.P." or "LP" and may not
9		contain the phrase "limited liability limited partnership" or
10		the abbreviation "LLLP" or "L.L.L.P.".
11		(c) The name of a limited liability limited partnership
12		must contain the phrase "limited liability limited
13		partnership" or the abbreviation "LLLP" or "L.L.L.P." and must
14		not contain the abbreviation "L.P." or "LP".
15		(d) Unless authorized by subsection (e), the name of a
16		limited partnership must be distinguishable in the records of
17		the Secretary of State from:
18		(1) the name of each person other than an individual
19		incorporated, organized, or authorized to transact
20		business in this State; and
21		(2) each name reserved under Section 109, assumed name
22		under Section 108.5 or other Illinois law allowing the
23		reservation or registration of business names, including
24		fictitious or assumed name provisions, except for the
25		Assumed Business Name Act, 805 ILCS 405/.
26		(e) A limited partnership may apply to the Secretary of
27		State for authorization to use a name that does not comply with
28		subsection (d). The Secretary of State shall authorize use of
29		the name applied for if, as to each conflicting name:
30		(1) the present user, registrant, or owner of the
31		conflicting name consents in a signed record to the use and
32		submits an undertaking in a form satisfactory to the
33		Secretary of State to change the conflicting name to a name
34		that complies with subsection (d) and is distinguishable in
35		the records of the Secretary of State from the name applied

1		for;
2		(2) the applicant delivers to the Secretary of State a
3		certified copy of the final judgment of a court of
4		competent jurisdiction establishing the applicant's right
5		to use in this State the name applied for; or
6		(3) the applicant delivers to the Secretary of State
7		proof satisfactory to the Secretary of State that the
8		present user, registrant, or owner of the conflicting name:
9		(A) has merged into the applicant;
10		(B) has been converted into the applicant; or
11		(C) has transferred substantially all of its
12		assets, including the conflicting name, to the
13		applicant.
14		(f) Subject to Section 905, this Section applies to any
15		foreign limited partnership transacting business in this
16		State, having a certificate of authority to transact business
17		in this State, or applying for a certificate of authority.
18		(g) Nothing in this Section shall:
19		(1) require any limited partnership existing under the
20		"Uniform Limited Partnership Act", filed June 28, 1917, as
21		amended, to modify or otherwise change its name; or
22		(2) abrogate or limit the common law or statutory law
23		of unfair competition or unfair trade practices, nor
24		derogate from the common law or principles of equity or the
25		statutes of this State or of the United States with respect
26		to the right to acquire and protect copyrights, trade
27		names, trademarks, service marks, service names, or any
28		other right to the exclusive use of names or symbols.

29		Section 108.5. Assumed name.
30		(a) A limited partnership or a foreign limited partnership
31		admitted to transact business in this State may elect to adopt
32		an assumed name that complies with the requirements of Section
33		108 of this Act except the requirement that the name contain
34		the words "limited partnership", "limited liability limited
35		partnership", or the abbreviation "L.P.", "LP", "LLLP" or

1		"L.L.L.P."
2		(b) As used in this Act, "assumed name" means any name
3		other than the true name of a limited partnership or the name
4		under which a foreign limited partnership is admitted to
5		transact business in this State, except that the following do
6		not constitute the use of an assumed name under this Act:
7		(1) The identification by a limited partnership or
8		foreign limited partnership of its business with a
9		trademark or service mark of which it is the owner or
10		licensed user.
11		(2) The use of a name of a division, not constituting a
12		separate limited partnership and not containing the words
13		"limited partnership" or an abbreviation of those words,
14		provided that the limited partnership also clearly
15		discloses its true name.
16		(c) Before transacting any business in this State under an
17		assumed name or names, the limited partnership or foreign
18		limited partnership shall, for each assumed name, execute and
19		file in accordance with Section 108 or 204 of this Act, as
20		applicable, an application setting forth:
21		(1) the true name of the limited partnership or the
22		name under which the foreign limited partnership is
23		admitted to transact business in this State;
24		(2) the State or other jurisdiction under the laws of
25		which it is formed;
26		(3) that it intends to transact business under an
27		assumed name; and
28		(4) the assumed name which it proposes to use.
29		(d) The right to use an assumed name shall be effective
30		from the date of filing by the Secretary of State until the
31		first day of the anniversary month of the limited partnership
32		or foreign limited partnership that falls within the next
33		calendar year evenly divisible by 5, however, if an application
34		is filed within the 3 months immediately preceding the
35		anniversary month of a limited partnership or foreign limited
36		partnership that falls within a calendar year evenly divisible

1		by 5, the right to use the assumed name shall be effective
2		until the first day of the anniversary month of the limited
3		partnership or foreign limited partnership that falls within
4		the next succeeding year evenly divisible by 5.
5		(e) A limited partnership or foreign limited partnership
6		may renew the right to use its assumed name or names, if any,
7		within the 60 days preceding the expiration of such right, for
8		a period of 5 years, by making an election to do so on a form
9		prescribed by the Secretary of State and by paying the renewal
10		fee as prescribed by this Act.
11		(f) Any limited partnership or foreign limited partnership
12		may change or cancel any or all of its assumed names by
13		executing and filing, in duplicate, an application setting
14		forth:
15		(1) the true name of the limited partnership or the
16		name under which the foreign limited partnership is
17		admitted to transact business in this State;
18		(2) the state or country under the laws of which it is
19		organized;
20		(3) a statement that it intends to cease transacting
21		business under an assumed name by changing or cancelling
22		it;
23		(4) the assumed name to be changed or cancelled;
24		(5) the assumed name which the limited partnership or
25		foreign limited partnership proposes to use, if it is to be
26		changed.
27		(g) Upon the filing of an application to change an assumed
28		name, the limited partnership or foreign limited partnership
29		shall have the right to use such assumed name for the period
30		authorized by subsection (d) of this Section.
31		(h) The right to use an assumed name shall be cancelled by
32		the Secretary of State:
33		(1) if the limited partnership or foreign limited
34		partnership fails to renew an assumed name;
35		(2) if the limited partnership or foreign limited
36		partnership has filed an application to change or cancel an

1		assumed name;
2		(3) if a limited partnership's certificate of limited
3		partnership or certificate to be governed by this Act has
4		been cancelled;
5		(4) if a foreign limited partnership's application for
6		admission to transact business has been cancelled.
7		(i) Any limited partnership or foreign limited partnership
8		carrying on, conducting or transacting business under an
9		assumed name which shall fail to comply with the provisions of
10		this Section shall be subject to the penalty provisions in
11		Section 5 of "An Act in relation to the use of an assumed name
12		in the conduct or transaction of business in this State",
13		approved July 17, 1941, as amended.
14		(j) A foreign limited partnership that applies for and
15		receives a certificate of authority under Section 905, is
16		deemed to have complied with this Section in full.

17		Section 109. Reservation of name.
18		(a) The exclusive right to the use of a name that complies
19		with Section 108 may be reserved by:
20		(1) a person intending to organize a limited
21		partnership under this Act and to adopt the name;
22		(2) a limited partnership or a foreign limited
23		partnership authorized to transact business in this State
24		intending to adopt the name;
25		(3) a foreign limited partnership intending to obtain a
26		certificate of authority to transact business in this State
27		and adopt the name;
28		(4) a person intending to organize a foreign limited
29		partnership and intending to have it obtain a certificate
30		of authority to transact business in this State and adopt
31		the name;
32		(5) a foreign limited partnership formed under the
33		name; or
34		(6) a foreign limited partnership formed under a name
35		that does not comply with Section 108(b) or (c), but the

1		name reserved under this paragraph may differ from the
2		foreign limited partnership's name only to the extent
3		necessary to comply with Section 108(b) and (c).
4		(b) A person may apply to reserve a name under subsection
5		(a) by delivering to the Secretary of State for filing an
6		application that states the name to be reserved and the
7		paragraph of subsection (a) which applies. If the Secretary of
8		State finds that the name is available for use by the
9		applicant, the Secretary of State shall file a statement of
10		name reservation and thereby reserve the name for the exclusive
11		use of the applicant for 120 days.
12		(c) An applicant that has reserved a name pursuant to
13		subsection (b) may reserve the same name for additional 120-day
14		periods. A person having a current reservation for a name may
15		not apply for another 120-day period for the same name until 90
16		days have elapsed in the current reservation.
17		(d) A person that has reserved a name under this Section
18		may deliver to the Secretary of State for filing a notice of
19		transfer that states the reserved name, the name and street and
20		mailing address of some other person to which the reservation
21		is to be transferred, and the paragraph of subsection (a) which
22		applies to the other person. Subject to Section 206(c), the
23		transfer is effective when the Secretary of State files the
24		notice of transfer.

25		Section 110. Effect of partnership agreement; nonwaivable
26		provisions.
27		(a) Except as otherwise provided in subsection (b), the
28		partnership agreement governs relations among the partners and
29		between the partners and the partnership. To the extent the
30		partnership agreement does not otherwise provide, this Act
31		governs relations among the partners and between the partners
32		and the partnership.
33		(b) A partnership agreement may not:
34		(1) vary a limited partnership's power under Section
35		105 to sue, be sued, and defend in its own name;

1		(2) vary the law applicable to a limited partnership
2		under Section 106;
3		(3) vary the requirements of Section 204;
4		(4) vary the information required under Section 111 or
5		unreasonably restrict the right to information under
6		Sections 304 or 407, but the partnership agreement may
7		impose reasonable restrictions on the availability and use
8		of information obtained under those Sections and may define
9		appropriate remedies, including liquidated damages, for a
10		breach of any reasonable restriction on use;
11		(5) eliminate or reduce fiduciary duties, but the
12		partnership agreement may:
13		(A) identify specific types or categories of
14		activities that do not violate the duties, if not
15		manifestly unreasonable; and
16		(B) specify the number or percentage of partners
17		which may authorize or ratify, after full disclosure to
18		all partners of all material facts, a specific act or
19		transaction that otherwise would violate these duties;
20		(6) eliminate the obligation of good faith and fair
21		dealing under Sections 305(b) and 408(d), but the
22		partnership agreement may prescribe the standards by which
23		the performance of the obligation is to be measured, if the
24		standards are not manifestly unreasonable;
25		(7) vary the power of a person to dissociate as a
26		general partner under Section 604(a) except to require that
27		the notice under Section 603(1) be in a record;
28		(8) vary the power of a court to decree dissolution in
29		the circumstances specified in Section 802;
30		(9) vary the requirement to wind up the partnership's
31		business as specified in Section 803;
32		(10) unreasonably restrict the right to maintain an
33		action under Article 10;
34		(11) restrict the right of a partner under Section
35		1110(a) to approve a conversion or merger or the right of a
36		general partner under Section 1110(b) to consent to an

1		amendment to the certificate of limited partnership which
2		deletes a statement that the limited partnership is a
3		limited liability limited partnership; or
4		(12) restrict rights under this Act of a person other
5		than a partner or a transferee.

6		Section 111. Required information. A limited partnership
7		shall maintain at its designated office the following
8		information:
9		(1) a current list showing the full name and last known
10		street and mailing address of each partner, separately
11		identifying the general partners, in alphabetical order,
12		and the limited partners, in alphabetical order;
13		(2) a copy of the initial certificate of limited
14		partnership and all amendments to and restatements of the
15		certificate, together with signed copies of any powers of
16		attorney under which any certificate, amendment, or
17		restatement has been signed;
18		(3) a copy of any filed articles of conversion or
19		merger;
20		(4) a copy of the limited partnership's federal, state,
21		and local income tax returns and reports, if any, for the
22		three most recent years;
23		(5) a copy of any partnership agreement made in a
24		record and any amendment made in a record to any
25		partnership agreement;
26		(6) a copy of any financial statement of the limited
27		partnership for the three most recent years;
28		(7) a copy of the three most recent annual reports
29		delivered by the limited partnership to the Secretary of
30		State pursuant to Section 210;
31		(8) a copy of any record made by the limited
32		partnership during the past three years of any consent
33		given by or vote taken of any partner pursuant to this Act
34		or the partnership agreement; and
35		(9) unless contained in a partnership agreement made in

1		a record, a record stating:
2		(A) the amount of cash, and a description and
3		statement of the agreed value of the other benefits,
4		contributed and agreed to be contributed by each
5		partner;
6		(B) the times at which, or events on the happening
7		of which, any additional contributions agreed to be
8		made by each partner are to be made;
9		(C) for any person that is both a general partner
10		and a limited partner, a specification of what
11		transferable interest the person owns in each
12		capacity; and
13		(D) any events upon the happening of which the
14		limited partnership is to be dissolved and its
15		activities wound up.

16		Section 112. Business transactions of partner with
17		partnership. A partner may lend money to and transact other
18		business with the limited partnership and has the same rights
19		and obligations with respect to the loan or other transaction
20		as a person that is not a partner.

21		Section 113. Dual capacity. A person may be both a general
22		partner and a limited partner. A person that is both a general
23		and limited partner has the rights, powers, duties, and
24		obligations provided by this Act and the partnership agreement
25		in each of those capacities. When the person acts as a general
26		partner, the person is subject to the obligations, duties and
27		restrictions under this Act and the partnership agreement for
28		general partners. When the person acts as a limited partner,
29		the person is subject to the obligations, duties and
30		restrictions under this Act and the partnership agreement for
31		limited partners.

32		Section 114. Office and agent for service of process.
33		(a) A limited partnership shall designate and continuously

1		maintain in this State:
2		(1) an office, which need not be a place of its
3		activity in this State; and
4		(2) an agent for service of process.
5		(b) A foreign limited partnership shall designate and
6		continuously maintain in this State an agent for service of
7		process.
8		(c) An agent for service of process of a limited
9		partnership or foreign limited partnership must be an
10		individual who is a resident of this State or other person
11		authorized to do business in this State.

12		Section 115. Change of designated office or agent for
13		service of process.
14		(a) In order to change its designated office, agent for
15		service of process, or the address of its agent for service of
16		process, a limited partnership or a foreign limited partnership
17		may deliver to the Secretary of State for filing a statement of
18		change containing:
19		(1) the name of the limited partnership or foreign
20		limited partnership;
21		(2) the street and mailing address of its current
22		designated office;
23		(3) if the current designated office is to be changed,
24		the street and mailing address of the new designated
25		office;
26		(4) the name and street and mailing address of its
27		current agent for service of process; and
28		(5) if the current agent for service of process or an
29		address of the agent is to be changed, the new information.
30		(b) Subject to Section 206(c), a statement of change is
31		effective when filed by the Secretary of State.

32		Section 116. Resignation of agent for service of process.
33		(a) In order to resign as an agent for service of process
34		of a limited partnership or foreign limited partnership, the

1		agent must deliver to the Secretary of State for filing a
2		statement of resignation containing the name of the limited
3		partnership or foreign limited partnership.
4		(b) After receiving a statement of resignation, the
5		Secretary of State shall file it and mail a copy to the
6		designated office of the limited partnership or foreign limited
7		partnership and another copy to the principal office if the
8		address of the office appears in the records of the Secretary
9		of State and is different from the address of the designated
10		office.
11		(c) An agency for service of process is terminated on the
12		31st day after the Secretary of State files the statement of
13		resignation.

14		Section 117. Service of process.
15		(a) An agent for service of process appointed by a limited
16		partnership or foreign limited partnership is an agent of the
17		limited partnership or foreign limited partnership for service
18		of any process, notice, or demand required or permitted by law
19		to be served upon the limited partnership or foreign limited
20		partnership.
21		(b) If a limited partnership or foreign limited partnership
22		does not appoint or maintain an agent for service of process in
23		this State or the agent for service of process cannot with
24		reasonable diligence be found at the agent's address, the
25		Secretary of State is an agent of the limited partnership or
26		foreign limited partnership upon whom process, notice, or
27		demand may be served.
28		(c) Service of any process, notice, or demand on the
29		Secretary of State may be made by delivering to and leaving
30		with the Secretary of State duplicate copies of the process,
31		notice, or demand. If a process, notice, or demand is served on
32		the Secretary of State, the Secretary of State shall forward
33		one of the copies by registered or certified mail, return
34		receipt requested, to the limited partnership or foreign
35		limited partnership at its designated office.

1		(d) Service is effected under subsection (c) at the
2		earliest of:
3		(1) the date the limited partnership or foreign limited
4		partnership receives the process, notice, or demand;
5		(2) the date shown on the return receipt, if signed on
6		behalf of the limited partnership or foreign limited
7		partnership; or
8		(3) five days after the process, notice, or demand is
9		deposited in the mail, if mailed postpaid and correctly
10		addressed.
11		(e) The Secretary of State shall keep a record of each
12		process, notice, and demand served pursuant to this Section and
13		record the time of, and the action taken regarding, the
14		service.
15		(f) This Section does not affect the right to serve
16		process, notice, or demand in any other manner provided by law.

17		Section 118. Consent and proxies of parties. Action
18		requiring the consent of partners under this Act may be taken
19		without a meeting, and a partner may appoint a proxy to consent
20		or otherwise act for the partner by signing an appointment
21		record, either personally or by the partner's attorney in fact.

22		Section 119. Locale misrepresentation.
23		(a) A person shall not advertise or cause to be listed in a
24		telephone directory an assumed or fictitious business name that
25		intentionally misrepresents where the business is actually
26		located or operating or falsely states that the business is
27		located or operating in the area covered by the telephone
28		directory. This subsection (a) does not apply to a telephone
29		service provider or to the publisher or distributor of a
30		telephone service directory, unless the conduct prescribed in
31		this subsection (a) is on behalf of that telephone service
32		provider or that publisher or distributor.
33		(b) This Section does not apply to any foreign limited
34		partnership that has gross annual revenues in excess of

1		$100,000,000.
2		(c) A foreign limited partnership that violates this
3		Section is guilty of a petty offense and must be fined not less
4		than $501 and not more than $1,000. A foreign limited
5		partnership is guilty of an additional offense for each
6		additional day in violation of this Section.

ARTICLE 2 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

10		Section 201. Formation of limited partnership; certificate
11		of limited partnership.
12		(a) In order for a limited partnership to be formed, a
13		certificate of limited partnership must be delivered to the
14		Secretary of State for filing. The certificate must state:
15		(1) the name of the limited partnership, which must
16		comply with Section 108;
17		(2) the street and mailing address of the initial
18		designated office and the name and street and mailing
19		address of the initial agent for service of process;
20		(3) the name and the street and mailing address of each
21		general partner;
22		(4) whether the limited partnership is a limited
23		liability limited partnership; and
24		(5) any additional information required by Article 11.
25		(b) A certificate of limited partnership may also contain
26		any other matters but may not vary or otherwise affect the
27		provisions specified in Section 110(b) in a manner inconsistent
28		with that Section.
29		(c) If there has been substantial compliance with
30		subsection (a), subject to Section 206(c) a limited partnership
31		is formed when the Secretary of State files the certificate of
32		limited partnership.
33		(d) Subject to subsection (b), if any provision of a
34		partnership agreement is inconsistent with the filed

1		certificate of limited partnership or with a filed statement of
2		dissociation, termination, or change or filed articles of
3		conversion or merger:
4		(1) the partnership agreement prevails as to partners
5		and transferees; and
6		(2) the filed certificate of limited partnership,
7		statement of dissociation, termination, or change or
8		articles of conversion or merger prevail as to persons,
9		other than partners and transferees, that reasonably rely
10		on the filed record to their detriment.

11		Section 202. Amendment or restatement of certification.
12		(a) In order to amend its certificate of limited
13		partnership, a limited partnership must deliver to the
14		Secretary of State for filing an amendment or, pursuant to
15		Article 11, articles of merger stating:
16		(1) the name of the limited partnership;
17		(2) the date of filing of its initial certificate; and
18		(3) the changes the amendment makes to the certificate
19		as most recently amended or restated.
20		(b) A limited partnership shall promptly deliver to the
21		Secretary of State for filing an amendment to a certificate of
22		limited partnership to reflect:
23		(1) the admission of a new general partner;
24		(2) the dissociation of a person as a general partner;
25		or
26		(3) the appointment of a person to wind up the limited
27		partnership's activities under Section 803(c) or (d).
28		(c) A general partner that knows that any information in a
29		filed certificate of limited partnership was false when the
30		certificate was filed or has become false due to changed
31		circumstances shall promptly:
32		(1) cause the certificate to be amended; or
33		(2) if appropriate, deliver to the Secretary of State
34		for filing a statement of change pursuant to Section 115 or
35		a statement of correction pursuant to Section 207.

1		(d) A certificate of limited partnership may be amended at
2		any time for any other proper purpose as determined by the
3		limited partnership.
4		(e) A restated certificate of limited partnership may be
5		delivered to the Secretary of State for filing in the same
6		manner as an amendment.
7		(f) Subject to Section 206(c), an amendment or restated
8		certificate is effective when filed by the Secretary of State.

9		Section 203. Statement of termination. A dissolved limited
10		partnership that has completed winding up may deliver to the
11		Secretary of State for filing a statement of termination that
12		states:
13		(1) the name of the limited partnership;
14		(2) the date of filing of its initial certificate of
15		limited partnership; and
16		(3) any other information as determined by the general
17		partners filing the statement or by a person appointed
18		pursuant to Section 803(c) or (d).

19		Section 204. Signing of records.
20		(a) Each record delivered to the Secretary of State for
21		filing pursuant to this Act must be signed in the following
22		manner:
23		(1) An initial certificate of limited partnership must
24		be signed by all general partners listed in the
25		certificate.
26		(2) An amendment adding or deleting a statement that
27		the limited partnership is a limited liability limited
28		partnership must be signed by all general partners listed
29		in the certificate.
30		(3) An amendment designating as general partner a
31		person admitted under Section 801(3)(B) following the
32		dissociation of a limited partnership's last general
33		partner must be signed by that person.
34		(4) An amendment required by Section 803(c) following

1		the appointment of a person to wind up the dissolved
2		limited partnership's activities must be signed by that
3		person.
4		(5) Any other amendment must be signed by:
5		(A) at least one general partner listed in the
6		certificate;
7		(B) each other person designated in the amendment
8		as a new general partner; and
9		(C) each person that the amendment indicates has
10		dissociated as a general partner, unless:
11		(i) the person is deceased or a guardian or
12		general conservator has been appointed for the
13		person and the amendment so states; or
14		(ii) the person has previously delivered to
15		the Secretary of State for filing a statement of
16		dissociation.
17		(6) A restated certificate of limited partnership must
18		be signed by at least one general partner listed in the
19		certificate, and, to the extent the restated certificate
20		effects a change under any other paragraph of this
21		subsection, the certificate must be signed in a manner that
22		satisfies that paragraph.
23		(7) A statement of termination must be signed by all
24		general partners listed in the certificate or, if the
25		certificate of a dissolved limited partnership lists no
26		general partners, by the person appointed pursuant to
27		Section 803(c) or (d) to wind up the dissolved limited
28		partnership's activities.
29		(8) Articles of conversion must be signed by each
30		general partner listed in the certificate of limited
31		partnership.
32		(9) Articles of merger must be signed as provided in
33		Section 1108(a).
34		(10) Any other record delivered on behalf of a limited
35		partnership to the Secretary of State for filing must be
36		signed by at least one general partner listed in the

1		certificate.
2		(11) A statement by a person pursuant to Section
3		605(a)(4) stating that the person has dissociated as a
4		general partner must be signed by that person.
5		(12) A statement of withdrawal by a person pursuant to
6		Section 306 must be signed by that person.
7		(13) A record delivered on behalf of a foreign limited
8		partnership to the Secretary of State for filing must be
9		signed by at least one general partner of the foreign
10		limited partnership.
11		(14) Any other record delivered on behalf of any person
12		to the Secretary of State for filing must be signed by that
13		person.
14		(b) Any person may sign by an attorney in fact any record
15		to be filed pursuant to this Act.

16		Section 205. Signing and filing pursuant to judicial order.
17		(a) If a person required by this Act to sign a record or
18		deliver a record to the Secretary of State for filing does not
19		do so, any other person that is aggrieved may petition the
20		circuit court to order:
21		(1) the person to sign the record;
22		(2) deliver the record to the Secretary of State for
23		filing; or
24		(3) the Secretary of State to file the record unsigned.
25		(b) If the person aggrieved under subsection (a) is not the
26		limited partnership or foreign limited partnership to which the
27		record pertains, the aggrieved person shall make the limited
28		partnership or foreign limited partnership a party to the
29		action. A person aggrieved under subsection (a) may seek the
30		remedies provided in subsection (a) in the same action in
31		combination or in the alternative.
32		(c) A record filed unsigned pursuant to this Section is
33		effective without being signed.

34

Section 206. Delivery to and filing of records by Secretary

1		of State; effective time and date.
2		(a) A record authorized or required to be delivered to the
3		Secretary of State for filing under this Act must be captioned
4		to describe the record's purpose, be in a medium permitted by
5		the Secretary of State, and be delivered to the Secretary of
6		State. Unless the Secretary of State determines that a record
7		does not comply with the filing requirements of this Act, and
8		if all filing fees have been paid, the Secretary of State shall
9		file the record and:
10		(1) for a statement of dissociation, send:
11		(A) a copy of the filed statement and a receipt for
12		the fees to the person which the statement indicates
13		has dissociated as a general partner; and
14		(B) a copy of the filed statement and receipt to
15		the limited partnership;
16		(2) for a statement of withdrawal, send:
17		(A) a copy of the filed statement and a receipt for
18		the fees to the person on whose behalf the record was
19		filed; and
20		(B) if the statement refers to an existing limited
21		partnership, a copy of the filed statement and receipt
22		to the limited partnership; and
23		(3) for all other records, send a copy of the filed
24		record and a receipt for the fees to the person on whose
25		behalf the record was filed.
26		(b) Upon request and payment of a fee, the Secretary of
27		State shall send to the requester a certified copy of the
28		requested record.
29		(c) Except as otherwise provided in Sections 116 and 207, a
30		record delivered to the Secretary of State for filing under
31		this Act may specify an effective time and a delayed effective
32		date. Except as otherwise provided in this Act, a record filed
33		by the Secretary of State is effective:
34		(1) if the record does not specify an effective time
35		and does not specify a delayed effective date, on the date
36		and at the time the record is filed as evidenced by the

1		Secretary of State's endorsement of the date and time on
2		the record;
3		(2) if the record specifies an effective time but not a
4		delayed effective date, on the date the record is filed at
5		the time specified in the record;
6		(3) if the record specifies a delayed effective date
7		but not an effective time, at 12:01 a.m. on the earlier of:
8		(A) the specified date; or
9		(B) the 90th day after the record is filed; or
10		(4) if the record specifies an effective time and a
11		delayed effective date, at the specified time on the
12		earlier of:
13		(A) the specified date; or
14		(B) the 90th day after the record is filed.

15		Section 207. Correcting filed record.
16		(a) A limited partnership or foreign limited partnership
17		may deliver to the Secretary of State for filing a statement of
18		correction to correct a record previously delivered by the
19		limited partnership or foreign limited partnership to the
20		Secretary of State and filed by the Secretary of State, if at
21		the time of filing the record contained false or erroneous
22		information or was defectively signed.
23		(b) A statement of correction may not state a delayed
24		effective date and must:
25		(1) describe the record to be corrected, including its
26		filing date, or attach a copy of the record as filed;
27		(2) specify the incorrect information and the reason it
28		is incorrect or the manner in which the signing was
29		defective; and
30		(3) correct the incorrect information or defective
31		signature.
32		(c) When filed by the Secretary of State, a statement of
33		correction is effective retroactively as of the effective date
34		of the record the statement corrects, but the statement is
35		effective when filed:

1		(1) for the purposes of Section 103(c) and (d); and
2		(2) as to persons relying on the uncorrected record and
3		adversely affected by the correction.

4		Section 208. Liability for false information in filed
5		record.
6		(a) If a record delivered to the Secretary of State for
7		filing under this Act and filed by the Secretary of State
8		contains false information, a person that suffers loss by
9		reliance on the information may recover damages for the loss
10		from:
11		(1) a person that signed the record, or caused another
12		to sign it on the person's behalf, and knew the information
13		to be false at the time the record was signed; and
14		(2) a general partner that has notice that the
15		information was false when the record was filed or has
16		become false because of changed circumstances, if the
17		general partner has notice for a reasonably sufficient time
18		before the information is relied upon to enable the general
19		partner to effect an amendment under Section 202, file a
20		petition pursuant to Section 205, or deliver to the
21		Secretary of State for filing a statement of change
22		pursuant to Section 115 or a statement of correction
23		pursuant to Section 207.
24		(b) Signing a record authorized or required to be filed
25		under this Act constitutes an affirmation under the penalties
26		of perjury that the facts stated in the record are true.

27		Section 209. Certificate of existence or authorization.
28		(a) The Secretary of State, upon request and payment of the
29		requisite fee, shall furnish a certificate of existence for a
30		limited partnership if the records filed in the Office of the
31		Secretary of State show that the Secretary of State has filed a
32		certificate of limited partnership and has not filed a
33		statement of termination. A certificate of existence must
34		state:

1		(1) the limited partnership's name;
2		(2) that it was duly formed under the laws of this
3		State and the date of formation;
4		(3) whether all fees, taxes, and penalties due to the
5		Secretary of State under this Act or other law have been
6		paid;
7		(4) whether the limited partnership's most recent
8		annual report required by Section 210 has been filed by the
9		Secretary of State;
10		(5) whether the Secretary of State has
11		administratively dissolved the limited partnership;
12		(6) whether the limited partnership's certificate of
13		limited partnership has been amended to state that the
14		limited partnership is dissolved;
15		(7) that a statement of termination has not been filed
16		by the Secretary of State; and
17		(8) other facts of record in the Office of the
18		Secretary of State which may be requested by the applicant.
19		(b) The Secretary of State, upon request and payment of the
20		requisite fee, shall furnish a certificate of authorization for
21		a foreign limited partnership if the records filed in the
22		Office of the Secretary of State show that the Secretary of
23		State has filed a certificate of authority, has not revoked the
24		certificate of authority, and has not filed a notice of
25		cancellation. A certificate of authorization must state:
26		(1) the foreign limited partnership's name and any
27		alternate name adopted under Section 905(a) for use in this
28		State;
29		(2) that it is authorized to transact business in this
30		State;
31		(3) whether all fees, taxes, and penalties due to the
32		Secretary of State under this Act or other law have been
33		paid;
34		(4) whether the foreign limited partnership's most
35		recent annual report required by Section 210 has been filed
36		by the Secretary of State;

1		(5) that the Secretary of State has not revoked its
2		certificate of authority and has not filed a notice of
3		cancellation; and
4		(6) other facts of record in the Office of the
5		Secretary of State which may be requested by the applicant.
6		(c) Subject to any qualification stated in the certificate,
7		a certificate of existence or authorization issued by the
8		Secretary of State may be relied upon as conclusive evidence
9		that the limited partnership or foreign limited partnership is
10		in existence or is authorized to transact business in this
11		State.

12		Section 210. Annual report for Secretary of State.
13		(a) A limited partnership or a foreign limited partnership
14		authorized to transact business in this State shall deliver to
15		the Secretary of State for filing an annual report that states:
16		(1) the name of the limited partnership or foreign
17		limited partnership;
18		(2) the street and mailing address of its designated
19		office and the name and street and mailing address of its
20		agent for service of process in this State;
21		(3) in the case of a limited partnership, the street
22		and mailing address of its principal office;
23		(4) in the case of a foreign limited partnership, the
24		State or other jurisdiction under whose law the foreign
25		limited partnership is formed and any alternate name
26		adopted under Section 905(a);
27		(5) Additional information that may be necessary or
28		appropriate in order to enable the Secretary of State to
29		administer this Act and to verify the proper amount of fees
30		payable by the limited partnership; and
31		(6) The annual report shall be made on forms prescribed
32		and furnished by the Secretary of State, and the
33		information therein, required by paragraphs (1) through
34		(4) of subsection (a), both inclusive, shall be given as of
35		the date of signing of the annual report. The annual report

1		shall be signed by a general partner.
2		(b) Information in an annual report must be current as of
3		the date the annual report is delivered to the Secretary of
4		State for filing.
5		(c) The annual report, together with all fees and charges
6		prescribed by this Act, shall be delivered to the Secretary of
7		State within 60 days immediately preceding the first day of the
8		anniversary month. Proof to the satisfaction of the Secretary
9		of State that, before the first day of the anniversary month of
10		the limited partnership or the foreign limited partnership, the
11		report, together with all fees and charges as prescribed by
12		this Act, was deposited in the United States mail in a sealed
13		envelope, properly addressed, with postage prepaid, shall be
14		deemed compliance with this requirement.
15		(d) If an annual report does not contain the information
16		required in subsection (a), the Secretary of State shall
17		promptly notify the reporting limited partnership or foreign
18		limited partnership and return the report to it for correction.
19		If the report is corrected to contain the information required
20		in subsection (a) and delivered to the Secretary of State
21		within 30 days after the effective date of the notice, it is
22		timely delivered.
23		(e) If a filed annual report contains an address of a
24		designated office or the name or address of an agent for
25		service of process which differs from the information shown in
26		the records of the Secretary of State immediately before the
27		filing, the differing information in the annual report is
28		considered a statement of change under Section 115.

ARTICLE 3 LIMITED PARTNERS

31		Section 301. Becoming limited partner. A person becomes a
32		limited partner:
33		(1) as provided in the partnership agreement;
34		(2) as the result of a conversion or merger under

1		Article 11; or
2		(3) with the consent of all the partners.

3		Section 302. No right or power as limited partner to bind
4		limited partnership. A limited partner does not have the right
5		or the power as a limited partner to act for or bind the
6		limited partnership.

7		Section 303. No liability as limited partner for limited
8		partnership obligation. An obligation of a limited
9		partnership, whether arising in contract, tort, or otherwise,
10		is not the obligation of a limited partner. A limited partner
11		is not personally liable, directly or indirectly, by way of
12		contribution or otherwise, for an obligation of the limited
13		partnership solely by reason of being a limited partner, even
14		if the limited partner participates in the management and
15		control of the limited partnership.

16		Section 304. Right of limited partner and former limited
17		partner to information.
18		(a) On 10 days' demand, made in a record received by the
19		limited partnership, a limited partner may inspect and copy
20		required information during regular business hours in the
21		limited partnership's designated office. The limited partner
22		need not have any particular purpose for seeking the
23		information.
24		(b) During regular business hours and at a reasonable
25		location specified by the limited partnership, a limited
26		partner may obtain from the limited partnership and inspect and
27		copy true and full information regarding the state of the
28		activities and financial condition of the limited partnership
29		and other information regarding the activities of the limited
30		partnership as is just and reasonable if:
31		(1) the limited partner seeks the information for a
32		purpose reasonably related to the partner's interest as a
33		limited partner;

1		(2) the limited partner makes a demand in a record
2		received by the limited partnership, describing with
3		reasonable particularity the information sought and the
4		purpose for seeking the information; and
5		(3) the information sought is directly connected to the
6		limited partner's purpose.
7		(c) Within 10 days after receiving a demand pursuant to
8		subsection (b), the limited partnership in a record shall
9		inform the limited partner that made the demand:
10		(1) what information the limited partnership will
11		provide in response to the demand;
12		(2) when and where the limited partnership will provide
13		the information; and
14		(3) if the limited partnership declines to provide any
15		demanded information, the limited partnership's reasons
16		for declining.
17		(d) Subject to subsection (f), a person dissociated as a
18		limited partner may inspect and copy required information
19		during regular business hours in the limited partnership's
20		designated office if:
21		(1) the information pertains to the period during which
22		the person was a limited partner;
23		(2) the person seeks the information in good faith; and
24		(3) the person meets the requirements of subsection
25		(b).
26		(e) The limited partnership shall respond to a demand made
27		pursuant to subsection (d) in the same manner as provided in
28		subsection (c).
29		(f) If a limited partner dies, Section 704 applies.
30		(g) The limited partnership may impose reasonable
31		restrictions on the use of information obtained under this
32		Section. In a dispute concerning the reasonableness of a
33		restriction under this subsection, the limited partnership has
34		the burden of proving reasonableness.
35		(h) A limited partnership may charge a person that makes a
36		demand under this Section reasonable costs of copying, limited

1		to the costs of labor and material.
2		(i) Whenever this Act or a partnership agreement provides
3		for a limited partner to give or withhold consent to a matter,
4		before the consent is given or withheld, the limited
5		partnership shall, without demand, provide the limited partner
6		with all information material to the limited partner's decision
7		that the limited partnership knows.
8		(j) A limited partner or person dissociated as a limited
9		partner may exercise the rights under this Section through an
10		attorney or other agent. Any restriction imposed under
11		subsection (g) or by the partnership agreement applies both to
12		the attorney or other agent and to the limited partner or
13		person dissociated as a limited partner.
14		(k) The rights stated in this Section do not extend to a
15		person as transferee, but may be exercised by the legal
16		representative of an individual under legal disability who is a
17		limited partner or person dissociated as a limited partner.

18		Section 305. Limited duties of limited partners.
19		(a) A limited partner does not have any fiduciary duty to
20		the limited partnership or to any other partner solely by
21		reason of being a limited partner.
22		(b) A limited partner shall discharge the duties to the
23		partnership and the other partners under this Act or under the
24		partnership agreement and exercise any rights consistently
25		with the obligation of good faith and fair dealing.
26		(c) A limited partner does not violate a duty or obligation
27		under this Act or under the partnership agreement merely
28		because the limited partner's conduct furthers the limited
29		partner's own interest.

30		Section 306. Person erroneously believing self to be
31		limited partner.
32		(a) Except as otherwise provided in subsection (b), a
33		person that makes an investment in a business enterprise and
34		erroneously but in good faith believes that the person has

1		become a limited partner in the enterprise is not liable for
2		the enterprise's obligations by reason of making the
3		investment, receiving distributions from the enterprise, or
4		exercising any rights of or appropriate to a limited partner,
5		if, on ascertaining the mistake, the person:
6		(1) causes an appropriate certificate of limited
7		partnership, amendment, or statement of correction to be
8		signed and delivered to the Secretary of State for filing;
9		or
10		(2) withdraws from future participation as an owner in
11		the enterprise by signing and delivering to the Secretary
12		of State for filing a statement of withdrawal under this
13		Section.
14		(b) A person that makes an investment described in
15		subsection (a) is liable to the same extent as a general
16		partner to any third party that enters into a transaction with
17		the enterprise, believing in good faith that the person is a
18		general partner, before the Secretary of State files a
19		statement of withdrawal, certificate of limited partnership,
20		amendment, or statement of correction to show that the person
21		is not a general partner.
22		(c) If a person makes a diligent effort in good faith to
23		comply with subsection (a)(1) and is unable to cause the
24		appropriate certificate of limited partnership, amendment, or
25		statement of correction to be signed and delivered to the
26		Secretary of State for filing, the person has the right to
27		withdraw from the enterprise pursuant to subsection (a)(2) even
28		if the withdrawal would otherwise breach an agreement with
29		others that are or have agreed to become co-owners of the
30		enterprise.

ARTICLE 4 GENERAL PARTNERS

33		Section 401. Becoming general partner. A person becomes a
34		general partner:

1		(1) as provided in the partnership agreement;
2		(2) under Section 801(3)(B) following the dissociation
3		of a limited partnership's last general partner;
4		(3) as the result of a conversion or merger under
5		Article 11; or
6		(4) with the consent of all the partners.

7		Section 402. General partner agent of limited partnership.
8		(a) Each general partner is an agent of the limited
9		partnership for the purposes of its activities. An act of a
10		general partner, including the signing of a record in the
11		partnership's name, for apparently carrying on in the ordinary
12		course the limited partnership's activities or activities of
13		the kind carried on by the limited partnership binds the
14		limited partnership, unless the general partner did not have
15		authority to act for the limited partnership in the particular
16		matter and the person with which the general partner was
17		dealing knew, had received a notification, or had notice under
18		Section 103(d) that the general partner lacked authority.
19		(b) An act of a general partner which is not apparently for
20		carrying on in the ordinary course the limited partnership's
21		activities or activities of the kind carried on by the limited
22		partnership binds the limited partnership only if the act was
23		actually authorized by all the other partners.

24		Section 403. Limited partnership liable for general
25		partner's actionable conduct.
26		(a) A limited partnership is liable for loss or injury
27		caused to a person, or for a penalty incurred, as a result of a
28		wrongful act or omission, or other actionable conduct, of a
29		general partner acting in the ordinary course of activities of
30		the limited partnership or with authority of the limited
31		partnership.
32		(b) If, in the course of the limited partnership's
33		activities or while acting with authority of the limited
34		partnership, a general partner receives or causes the limited

1		partnership to receive money or property of a person not a
2		partner, and the money or property is misapplied by a general
3		partner, the limited partnership is liable for the loss.

4		Section 404. General partner's liability.
5		(a) Except as otherwise provided in subsections (b) and
6		(c), all general partners are liable jointly and severally for
7		all obligations of the limited partnership unless otherwise
8		agreed by the claimant or provided by law.
9		(b) A person that becomes a general partner of an existing
10		limited partnership is not personally liable for an obligation
11		of a limited partnership incurred before the person became a
12		general partner.
13		(c) An obligation of a limited partnership incurred while
14		the limited partnership is a limited liability limited
15		partnership, whether arising in contract, tort, or otherwise,
16		is solely the obligation of the limited partnership. A general
17		partner is not personally liable, directly or indirectly, by
18		way of contribution or otherwise, for such an obligation solely
19		by reason of being or acting as a general partner. This
20		subsection applies despite anything inconsistent in the
21		partnership agreement that existed immediately before the
22		consent required to become a limited liability limited
23		partnership under Section 406(b)(2).

24		Section 405. Actions by and against partnership and
25		partners.
26		(a) To the extent not inconsistent with Section 404, a
27		general partner may be joined in an action against the limited
28		partnership or named in a separate action.
29		(b) A judgment against a limited partnership is not by
30		itself a judgment against a general partner. A judgment against
31		a limited partnership may not be satisfied from a general
32		partner's assets unless there is also a judgment against the
33		general partner.
34		(c) A judgment creditor of a general partner may not levy

1		execution against the assets of the general partner to satisfy
2		a judgment based on a claim against the limited partnership,
3		unless the partner is personally liable for the claim under
4		Section 404 and:
5		(1) a judgment based on the same claim has been
6		obtained against the limited partnership and a writ of
7		execution on the judgment has been returned unsatisfied in
8		whole or in part;
9		(2) the limited partnership is a debtor in bankruptcy;
10		(3) the general partner has agreed that the creditor
11		need not exhaust limited partnership assets;
12		(4) a court grants permission to the judgment creditor
13		to levy execution against the assets of a general partner
14		based on a finding that limited partnership assets subject
15		to execution are clearly insufficient to satisfy the
16		judgment, that exhaustion of limited partnership assets is
17		excessively burdensome, or that the grant of permission is
18		an appropriate exercise of the court's equitable powers; or
19		(5) liability is imposed on the general partner by law
20		or contract independent of the existence of the limited
21		partnership.

22		Section 406. Management rights of general partner.
23		(a) Each general partner has equal rights in the management
24		and conduct of the limited partnership's activities. Except as
25		expressly provided in this Act, any matter relating to the
26		activities of the limited partnership may be exclusively
27		decided by the general partner or, if there is more than one
28		general partner, by a majority of the general partners.
29		(b) The consent of each partner is necessary to:
30		(1) amend the partnership agreement;
31		(2) amend the certificate of limited partnership to add
32		or, subject to Section 1110, delete a statement that the
33		limited partnership is a limited liability limited
34		partnership; and
35		(3) sell, lease, exchange, or otherwise dispose of all,

1		or substantially all, of the limited partnership's
2		property, with or without the good will, other than in the
3		usual and regular course of the limited partnership's
4		activities.
5		(c) A limited partnership shall reimburse a general partner
6		for payments made and indemnify a general partner for
7		liabilities incurred by the general partner in the ordinary
8		course of the activities of the partnership or for the
9		preservation of its activities or property.
10		(d) A limited partnership shall reimburse a general partner
11		for an advance to the limited partnership beyond the amount of
12		capital the general partner agreed to contribute.
13		(e) A payment or advance made by a general partner which
14		gives rise to an obligation of the limited partnership under
15		subsection (c) or (d) constitutes a loan to the limited
16		partnership which accrues interest from the date of the payment
17		or advance.
18		(f) A general partner is not entitled to remuneration for
19		services performed for the partnership.

20		Section 407. Right of general partner and former general
21		partner to information.
22		(a) A general partner, without having any particular
23		purpose for seeking the information, may inspect and copy
24		during regular business hours:
25		(1) in the limited partnership's designated office,
26		required information; and
27		(2) at a reasonable location specified by the limited
28		partnership, any other records maintained by the limited
29		partnership regarding the limited partnership's activities
30		and financial condition.
31		(b) Each general partner and the limited partnership shall
32		furnish to a general partner:
33		(1) without demand, any information concerning the
34		limited partnership's activities and activities reasonably
35		required for the proper exercise of the general partner's

1		rights and duties under the partnership agreement or this
2		Act; and
3		(2) on demand, any other information concerning the
4		limited partnership's activities, except to the extent the
5		demand or the information demanded is unreasonable or
6		otherwise improper under the circumstances.
7		(c) Subject to subsection (e), on 10 days' demand made in a
8		record received by the limited partnership, a person
9		dissociated as a general partner may have access to the
10		information and records described in subsection (a) at the
11		location specified in subsection (a) if:
12		(1) the information or record pertains to the period
13		during which the person was a general partner;
14		(2) the person seeks the information or record in good
15		faith; and
16		(3) the person satisfies the requirements imposed on a
17		limited partner by Section 304(b).
18		(d) The limited partnership shall respond to a demand made
19		pursuant to subsection (c) in the same manner as provided in
20		Section 304(c).
21		(e) If a general partner dies, Section 704 applies.
22		(f) The limited partnership may impose reasonable
23		restrictions on the use of information under this Section. In
24		any dispute concerning the reasonableness of a restriction
25		under this subsection, the limited partnership has the burden
26		of proving reasonableness.
27		(g) A limited partnership may charge a person dissociated
28		as a general partner that makes a demand under this Section
29		reasonable costs of copying, limited to the costs of labor and
30		material.
31		(h) A general partner or person dissociated as a general
32		partner may exercise the rights under this Section through an
33		attorney or other agent. Any restriction imposed under
34		subsection (f) or by the partnership agreement applies both to
35		the attorney or other agent and to the general partner or
36		person dissociated as a general partner.

1		(i) The rights under this Section do not extend to a person
2		as transferee, but the rights under subsection (c) of a person
3		dissociated as a general may be exercised by the legal
4		representative of an individual who dissociated as a general
5		partner under Section 603(7)(B) or (C).

6		Section 408. General standards of general partner's
7		conduct.
8		(a) The fiduciary duties that a general partner has to the
9		limited partnership and the other partners include the duties
10		of loyalty and care under subsections (b) and (c).
11		(b) A general partner's duty of loyalty to the limited
12		partnership and the other partners includes the following:
13		(1) to account to the limited partnership and hold as
14		trustee for it any property, profit, or benefit derived by
15		the general partner in the conduct and winding up of the
16		limited partnership's activities or derived from a use by
17		the general partner of limited partnership property,
18		including the appropriation of a limited partnership
19		opportunity;
20		(2) to act fairly when dealing with the limited
21		partnership in the conduct or winding up of the limited
22		partnership's activities as or on behalf of a party having
23		an interest adverse to the limited partnership; and
24		(3) to refrain from competing with the limited
25		partnership in the conduct or winding up of the limited
26		partnership's activities.
27		(c) A general partner's duty of care to the limited
28		partnership and the other partners in the conduct and winding
29		up of the limited partnership's activities is limited to
30		refraining from engaging in grossly negligent or reckless
31		conduct, intentional misconduct, or a knowing violation of law.
32		(d) A general partner shall discharge the duties to the
33		partnership and the other partners under this Act or under the
34		partnership agreement and exercise any rights consistently
35		with the obligation of good faith and fair dealing.

1		(e) A general partner does not violate a duty or obligation
2		under this Act or under the partnership agreement merely
3		because the general partner's conduct furthers the general
4		partner's own interest.

ARTICLE 5 CONTRIBUTIONS AND DISTRIBUTIONS

7		Section 501. Form of contribution. A contribution of a
8		partner may consist of tangible or intangible property or other
9		benefit to the limited partnership, including money, services
10		performed, promissory notes, other agreements to contribute
11		cash or property, and contracts for services to be performed.

12		Section 502. Liability for contribution.
13		(a) A partner's obligation to contribute money or other
14		property or other benefit to, or to perform services for, a
15		limited partnership is not excused by the partner's death,
16		disability, or other inability to perform personally.
17		(b) If a partner does not make a promised non-monetary
18		contribution, the partner is obligated at the option of the
19		limited partnership to contribute money equal to that portion
20		of the value, as stated in the required information, of the
21		stated contribution which has not been made.
22		(c) The obligation of a partner to make a contribution or
23		return money or other property paid or distributed in violation
24		of this Act may be compromised only by consent of all partners.
25		A creditor of a limited partnership which extends credit or
26		otherwise acts in reliance on an obligation described in
27		subsection (a), without notice of any compromise under this
28		subsection, may enforce the original obligation.

29		Section 503. Sharing of distributions. A distribution by a
30		limited partnership must be shared among the partners on the
31		basis of the value, as stated in the required records when the
32		limited partnership decides to make the distribution, of the

1		contributions the limited partnership has received from each
2		partner.

3		Section 504. Interim distributions. A partner does not have
4		a right to any distribution before the dissolution and winding
5		up of the limited partnership unless the limited partnership
6		decides to make an interim distribution.

7		Section 505. No distribution on account of dissociation. A
8		person does not have a right to receive a distribution on
9		account of dissociation.

10		Section 506. Distribution in kind. A partner does not have
11		a right to demand or receive any distribution from a limited
12		partnership in any form other than cash. Subject to Section
13		812(b), a limited partnership may distribute an asset in kind
14		to the extent each partner receives a percentage of the asset
15		equal to the partner's share of distributions.

16		Section 507. Right to distribution. When a partner or
17		transferee becomes entitled to receive a distribution, the
18		partner or transferee has the status of, and is entitled to all
19		remedies available to, a creditor of the limited partnership
20		with respect to the distribution. However, the limited
21		partnership's obligation to make a distribution is subject to
22		offset for any amount owed to the limited partnership by the
23		partner or dissociated partner on whose account the
24		distribution is made.

25		Section 508. Limitations on distribution.
26		(a) A limited partnership may not make a distribution in
27		violation of the partnership agreement.
28		(b) A limited partnership may not make a distribution if
29		after the distribution:
30		(1) the limited partnership would not be able to pay
31		its debts as they become due in the ordinary course of the

1		limited partnership's activities; or
2		(2) the limited partnership's total assets would be
3		less than the sum of its total liabilities plus the amount
4		that would be needed, if the limited partnership were to be
5		dissolved, wound up, and terminated at the time of the
6		distribution, to satisfy the preferential rights upon
7		dissolution, winding up, and termination of partners whose
8		preferential rights are superior to those of persons
9		receiving the distribution.
10		(c) A limited partnership may base a determination that a
11		distribution is not prohibited under subsection (b) on
12		financial statements prepared on the basis of accounting
13		practices and principles that are reasonable in the
14		circumstances or on a fair valuation or other method that is
15		reasonable in the circumstances.
16		(d) Except as otherwise provided in subsection (g), the
17		effect of a distribution under subsection (b) is measured:
18		(1) in the case of distribution by purchase,
19		redemption, or other acquisition of a transferable
20		interest in the limited partnership, as of the date money
21		or other property is transferred or debt incurred by the
22		limited partnership; and
23		(2) in all other cases, as of the date:
24		(A) the distribution is authorized, if the payment
25		occurs within 120 days after that date; or
26		(B) the payment is made, if payment occurs more
27		than 120 days after the distribution is authorized.
28		(e) A limited partnership's indebtedness to a partner
29		incurred by reason of a distribution made in accordance with
30		this Section is at parity with the limited partnership's
31		indebtedness to its general, unsecured creditors.
32		(f) A limited partnership's indebtedness, including
33		indebtedness issued in connection with or as part of a
34		distribution, is not considered a liability for purposes of
35		subsection (b) if the terms of the indebtedness provide that
36		payment of principal and interest are made only to the extent

1		that a distribution could then be made to partners under this
2		Section.
3		(g) If indebtedness is issued as a distribution, each
4		payment of principal or interest on the indebtedness is treated
5		as a distribution, the effect of which is measured on the date
6		the payment is made.

7		Section 509. Liability for improper distributions.
8		(a) A general partner that consents to a distribution made
9		in violation of Section 508 is personally liable to the limited
10		partnership for the amount of the distribution which exceeds
11		the amount that could have been distributed without the
12		violation if it is established that in consenting to the
13		distribution the general partner failed to comply with Section
14		408.
15		(b) A partner or transferee that received a distribution
16		knowing that the distribution to that partner or transferee was
17		made in violation of Section 508 is personally liable to the
18		limited partnership but only to the extent that the
19		distribution received by the partner or transferee exceeded the
20		amount that could have been properly paid under Section 508.
21		(c) A general partner against which an action is commenced
22		under subsection (a) may:
23		(1) implead in the action any other person that is
24		liable under subsection (a) and compel contribution from
25		the person; and
26		(2) implead in the action any person that received a
27		distribution in violation of subsection (b) and compel
28		contribution from the person in the amount the person
29		received in violation of subsection (b).
30		(d) An action under this Section is barred if it is not
31		commenced within two years after the distribution.

ARTICLE 6 DISSOCIATION

1		Section 601. Dissociation as limited partner.
2		(a) A person does not have a right to dissociate as a
3		limited partner before the termination of the limited
4		partnership.
5		(b) A person is dissociated from a limited partnership as a
6		limited partner upon the occurrence of any of the following
7		events:
8		(1) the limited partnership's having notice of the
9		person's express will to withdraw as a limited partner or
10		on a later date specified by the person;
11		(2) an event agreed to in the partnership agreement as
12		causing the person's dissociation as a limited partner;
13		(3) the person's expulsion as a limited partner
14		pursuant to the partnership agreement;
15		(4) the person's expulsion as a limited partner by the
16		unanimous consent of the other partners if:
17		(A) it is unlawful to carry on the limited
18		partnership's activities with the person as a limited
19		partner;
20		(B) there has been a transfer of all of the
21		person's transferable interest in the limited
22		partnership, other than a transfer for security
23		purposes, or a court order charging the person's
24		interest, which has not been foreclosed;
25		(C) the person is a corporation and, within 90 days
26		after the limited partnership notifies the person that
27		it will be expelled as a limited partner because it has
28		filed a certificate of dissolution or the equivalent,
29		its charter has been revoked, or its right to conduct
30		business has been suspended by the jurisdiction of its
31		incorporation, there is no revocation of the
32		certificate of dissolution or no reinstatement of its
33		charter or its right to conduct business; or
34		(D) the person is a limited liability company or
35		partnership that has been dissolved and whose business
36		is being wound up;

1		(5) on application by the limited partnership, the
2		person's expulsion as a limited partner by judicial order
3		because:
4		(A) the person engaged in wrongful conduct that
5		adversely and materially affected the limited
6		partnership's activities;
7		(B) the person willfully or persistently committed
8		a material breach of the partnership agreement or of
9		the obligation of good faith and fair dealing under
10		Section 305(b); or
11		(C) the person engaged in conduct relating to the
12		limited partnership's activities which makes it not
13		reasonably practicable to carry on the activities with
14		the person as limited partner;
15		(6) in the case of a person who is an individual, the
16		person's death;
17		(7) in the case of a person that is a trust or is
18		acting as a limited partner by virtue of being a trustee of
19		a trust, distribution of the trust's entire transferable
20		interest in the limited partnership, but not merely by
21		reason of the substitution of a successor trustee;
22		(8) in the case of a person that is an estate or is
23		acting as a limited partner by virtue of being a personal
24		representative of an estate, distribution of the estate's
25		entire transferable interest in the limited partnership,
26		but not merely by reason of the substitution of a successor
27		personal representative;
28		(9) termination of a limited partner that is not an
29		individual, partnership, limited liability company,
30		corporation, trust, or estate;
31		(10) the limited partnership's participation in a
32		conversion or merger under Article 11, if the limited
33		partnership:
34		(A) is not the converted or surviving entity; or
35		(B) is the converted or surviving entity but, as a
36		result of the conversion or merger, the person ceases

1		to be a limited partner.

2		Section 602. Effect of dissociation as limited partner.
3		(a) Upon a person's dissociation as a limited partner:
4		(1) subject to Section 704, the person does not have
5		further rights as a limited partner;
6		(2) the person's obligation of good faith and fair
7		dealing as a limited partner under Section 305(b) continues
8		only as to matters arising and events occurring before the
9		dissociation; and
10		(3) subject to Section 704 and Article 11, any
11		transferable interest owned by the person in the person's
12		capacity as a limited partner immediately before
13		dissociation is owned by the person as a mere transferee.
14		(b) A person's dissociation as a limited partner does not
15		of itself discharge the person from any obligation to the
16		limited partnership or the other partners which the person
17		incurred while a limited partner.

18		Section 603. Dissociation as general partner. A person is
19		dissociated from a limited partnership as a general partner
20		upon the occurrence of any of the following events:
21		(1) the limited partnership's having notice of the
22		person's express will to withdraw as a general partner or
23		on a later date specified by the person;
24		(2) an event agreed to in the partnership agreement as
25		causing the person's dissociation as a general partner;
26		(3) the person's expulsion as a general partner
27		pursuant to the partnership agreement;
28		(4) the person's expulsion as a general partner by the
29		unanimous consent of the other partners if:
30		(A) it is unlawful to carry on the limited
31		partnership's activities with the person as a general
32		partner;
33		(B) there has been a transfer of all or
34		substantially all of the person's transferable

1		interest in the limited partnership, other than a
2		transfer for security purposes, or a court order
3		charging the person's interest, which has not been
4		foreclosed;
5		(C) the person is a corporation and, within 90 days
6		after the limited partnership notifies the person that
7		it will be expelled as a general partner because it has
8		filed a certificate of dissolution or the equivalent,
9		its charter has been revoked, or its right to conduct
10		business has been suspended by the jurisdiction of its
11		incorporation, there is no revocation of the
12		certificate of dissolution or no reinstatement of its
13		charter or its right to conduct business; or
14		(D) the person is a limited liability company or
15		partnership that has been dissolved and whose business
16		is being wound up;
17		(5) on application by the limited partnership, the
18		person's expulsion as a general partner by judicial
19		determination because:
20		(A) the person engaged in wrongful conduct that
21		adversely and materially affected the limited
22		partnership activities;
23		(B) the person willfully or persistently committed
24		a material breach of the partnership agreement or of a
25		duty owed to the partnership or the other partners
26		under Section 408; or
27		(C) the person engaged in conduct relating to the
28		limited partnership's activities which makes it not
29		reasonably practicable to carry on the activities of
30		the limited partnership with the person as a general
31		partner;
32		(6) the person's:
33		(A) becoming a debtor in bankruptcy;
34		(B) execution of an assignment for the benefit of
35		creditors;
36		(C) seeking, consenting to, or acquiescing in the

1		appointment of a trustee, receiver, or liquidator of
2		the person or of all or substantially all of the
3		person's property; or
4		(D) failure, within 90 days after the appointment,
5		to have vacated or stayed the appointment of a trustee,
6		receiver, or liquidator of the general partner or of
7		all or substantially all of the person's property
8		obtained without the person's consent or acquiescence,
9		or failing within 90 days after the expiration of a
10		stay to have the appointment vacated;
11		(7) in the case of a person who is an individual:
12		(A) the person's death;
13		(B) the appointment of a guardian or general
14		conservator for the person; or
15		(C) a judicial determination that the person has
16		otherwise become incapable of performing the person's
17		duties as a general partner under the partnership
18		agreement;
19		(8) in the case of a person that is a trust or is
20		acting as a general partner by virtue of being a trustee of
21		a trust, distribution of the trust's entire transferable
22		interest in the limited partnership, but not merely by
23		reason of the substitution of a successor trustee;
24		(9) in the case of a person that is an estate or is
25		acting as a general partner by virtue of being a personal
26		representative of an estate, distribution of the estate's
27		entire transferable interest in the limited partnership,
28		but not merely by reason of the substitution of a successor
29		personal representative;
30		(10) termination of a general partner that is not an
31		individual, partnership, limited liability company,
32		corporation, trust, or estate; or
33		(11) the limited partnership's participation in a
34		conversion or merger under Article 11, if the limited
35		partnership:
36		(A) is not the converted or surviving entity; or

1		(B) is the converted or surviving entity but, as a
2		result of the conversion or merger, the person ceases
3		to be a general partner.

4		Section 604. Persons to dissociate as general partner;
5		wrongful dissociation.
6		(a) A person has the power to dissociate as a general
7		partner at any time, rightfully or wrongfully, by express will
8		pursuant to Section 603(1).
9		(b) A person's dissociation as a general partner is
10		wrongful only if:
11		(1) it is in breach of an express provision of the
12		partnership agreement; or
13		(2) it occurs before the termination of the limited
14		partnership, and:
15		(A) the person withdraws as a general partner by
16		express will;
17		(B) the person is expelled as a general partner by
18		judicial determination under Section 603(5);
19		(C) the person is dissociated as a general partner
20		by becoming a debtor in bankruptcy; or
21		(D) in the case of a person that is not an
22		individual, trust other than a business trust, or
23		estate, the person is expelled or otherwise
24		dissociated as a general partner because it willfully
25		dissolved or terminated.
26		(c) A person that wrongfully dissociates as a general
27		partner is liable to the limited partnership and, subject to
28		Section 1001, to the other partners for damages caused by the
29		dissociation. The liability is in addition to any other
30		obligation of the general partner to the limited partnership or
31		to the other partners.

32		Section 605. Effect of dissociation as general partner.
33		(a) Upon a person's dissociation as a general partner:
34		(1) the person's right to participate as a general

1		partner in the management and conduct of the partnership's
2		activities terminates;
3		(2) except as provided in clause (3), the person's
4		fiduciary duties as a general partner terminate;
5		(3) the person's duty of loyalty as a general partner
6		under Section 408(b)(1) and (2) and duty of care under
7		Section 408(c) continue only with regard to matters arising
8		and events occurring before the person's dissociation as a
9		general partner;
10		(4) the person may sign and deliver to the Secretary of
11		State for filing a statement of dissociation pertaining to
12		the person and, at the request of the limited partnership,
13		shall sign an amendment to the certificate of limited
14		partnership which states that the person has dissociated;
15		and
16		(5) subject to Section 704 and Article 11, any
17		transferable interest owned by the person immediately
18		before dissociation in the person's capacity as a general
19		partner is owned by the person as a mere transferee.
20		(b) A person's dissociation as a general partner does not
21		of itself discharge the person from any obligation to the
22		limited partnership or the other partners which the person
23		incurred while a general partner.

24		Section 606. Power to bind and liability to limited
25		partnership before dissolution of partnership of person
26		dissociated as general partner.
27		(a) After a person is dissociated as a general partner and
28		before the limited partnership is dissolved, converted under
29		Article 11, or merged out of existence under Article 11, the
30		limited partnership is bound by an act of the person only if:
31		(1) the act would have bound the limited partnership
32		under Section 402 before the dissociation; and
33		(2) at the time the other party enters into the
34		transaction:
35		(A) less than two years has passed since the

1		dissociation; and
2		(B) the other party does not have notice of the
3		dissociation and reasonably believes that the person
4		is a general partner.
5		(b) If a limited partnership is bound under subsection (a),
6		the person dissociated as a general partner which caused the
7		limited partnership to be bound is liable:
8		(1) to the limited partnership for any damage caused to
9		the limited partnership arising from the obligation
10		incurred under subsection (a); and
11		(2) if a general partner or another person dissociated
12		as a general partner is liable for the obligation, to the
13		general partner or other person for any damage caused to
14		the general partner or other person arising from the
15		liability.

16		Section 607. Liability to other persons of person
17		dissociated as general partner.
18		(a) A person's dissociation as a general partner does not
19		of itself discharge the person's liability as a general partner
20		for an obligation of the limited partnership incurred before
21		dissociation. Except as otherwise provided in subsections (b)
22		and (c), the person is not liable for a limited partnership's
23		obligation incurred after dissociation.
24		(b) A person whose dissociation as a general partner
25		resulted in a dissolution and winding up of the limited
26		partnership's activities is liable to the same extent as a
27		general partner under Section 404 on an obligation incurred by
28		the limited partnership under Section 804.
29		(c) A person that has dissociated as a general partner but
30		whose dissociation did not result in a dissolution and winding
31		up of the limited partnership's activities is liable on a
32		transaction entered into by the limited partnership after the
33		dissociation only if:
34		(1) a general partner would be liable on the
35		transaction; and

1		(2) at the time the other party enters into the
2		transaction:
3		(A) less than two years has passed since the
4		dissociation; and
5		(B) the other party does not have notice of the
6		dissociation and reasonably believes that the person
7		is a general partner.
8		(d) By agreement with a creditor of a limited partnership
9		and the limited partnership, a person dissociated as a general
10		partner may be released from liability for an obligation of the
11		limited partnership.
12		(e) A person dissociated as a general partner is released
13		from liability for an obligation of the limited partnership if
14		the limited partnership's creditor, with notice of the person's
15		dissociation as a general partner but without the person's
16		consent, agrees to a material alteration in the nature or time
17		of payment of the obligation.

ARTICLE 7 TRANSFERABLE INTERESTS AND RIGHTS

OF TRANSFEREES AND CREDITORS

21		Section 701. Partner's transferable interest. The only
22		interest of a partner which is transferable is the partner's
23		transferable interest. A transferable interest is personal
24		property.

25		Section 702. Transfer of partner's transferable interest.
26		(a) A transfer, in whole or in part, of a partner's
27		transferable interest:
28		(1) is permissible;
29		(2) does not by itself cause the partner's dissociation
30		or a dissolution and winding up of the limited
31		partnership's activities; and
32		(3) does not, as against the other partners or the
33		limited partnership, entitle the transferee to participate

1		in the management or conduct of the limited partnership's
2		activities, to require access to information concerning
3		the limited partnership's transactions except as otherwise
4		provided in subsection (c), or to inspect or copy the
5		required information or the limited partnership's other
6		records.
7		(b) A transferee has a right to receive, in accordance with
8		the transfer:
9		(1) distributions to which the transferor would
10		otherwise be entitled; and
11		(2) upon the dissolution and winding up of the limited
12		partnership's activities the net amount otherwise
13		distributable to the transferor.
14		(c) In a dissolution and winding up, a transferee is
15		entitled to an account of the limited partnership's
16		transactions only from the date of dissolution.
17		(d) Upon transfer, the transferor retains the rights of a
18		partner other than the interest in distributions transferred
19		and retains all duties and obligations of a partner.
20		(e) A limited partnership need not give effect to a
21		transferee's rights under this Section until the limited
22		partnership has notice of the transfer.
23		(f) A transfer of a partner's transferable interest in the
24		limited partnership in violation of a restriction on transfer
25		contained in the partnership agreement is ineffective as to a
26		person having notice of the restriction at the time of
27		transfer.
28		(g) A transferee that becomes a partner with respect to a
29		transferable interest is liable for the transferor's
30		obligations under Sections 502 and 509. However, the transferee
31		is not obligated for liabilities unknown to the transferee at
32		the time the transferee became a partner.

33		Section 703. Rights of creditor of partner or transferee.
34		(a) On application to a court of competent jurisdiction by
35		any judgment creditor of a partner or transferee, the court may

1		charge the transferable interest of the judgment debtor with
2		payment of the unsatisfied amount of the judgment with
3		interest. To the extent so charged, the judgment creditor has
4		only the rights of a transferee. The court may appoint a
5		receiver of the share of the distributions due or to become due
6		to the judgment debtor in respect of the partnership and make
7		all other orders, directions, accounts, and inquiries the
8		judgment debtor might have made or which the circumstances of
9		the case may require to give effect to the charging order.
10		(b) A charging order constitutes a lien on the judgment
11		debtor's transferable interest. The court may order a
12		foreclosure upon the interest subject to the charging order at
13		any time. The purchaser at the foreclosure sale has the rights
14		of a transferee.
15		(c) At any time before foreclosure, an interest charged may
16		be redeemed:
17		(1) by the judgment debtor;
18		(2) with property other than limited partnership
19		property, by one or more of the other partners; or
20		(3) with limited partnership property, by the limited
21		partnership with the consent of all partners whose
22		interests are not so charged.
23		(d) This Act does not deprive any partner or transferee of
24		the benefit of any exemption laws applicable to the partner's
25		or transferee's transferable interest.
26		(e) This Section provides the exclusive remedy by which a
27		judgment creditor of a partner or transferee may satisfy a
28		judgment out of the judgment debtor's transferable interest.

29		Section 704. Power of estate of deceased partner. If a
30		partner dies, the deceased partner's personal representative
31		or other legal representative may exercise the rights of a
32		transferee as provided in Section 702 and, for the purposes of
33		settling the estate, may exercise the rights of a current
34		limited partner under Section 304.

ARTICLE 8 DISSOLUTION

3		Section 801. Nonjudicial dissolution. Except as otherwise
4		provided in Section 802, a limited partnership is dissolved,
5		and its activities must be wound up, only upon the occurrence
6		of any of the following:
7		(1) the happening of an event specified in the
8		partnership agreement;
9		(2) the consent of all general partners and of limited
10		partners owning a majority of the rights to receive
11		distributions as limited partners at the time the consent
12		is to be effective;
13		(3) after the dissociation of a person as a general
14		partner:
15		(A) if the limited partnership has at least one
16		remaining general partner, the consent to dissolve the
17		limited partnership given within 90 days after the
18		dissociation by partners owning a majority of the
19		rights to receive distributions as partners at the time
20		the consent is to be effective; or
21		(B) if the limited partnership does not have a
22		remaining general partner, the passage of 90 days after
23		the dissociation, unless before the end of the period:
24		(i) consent to continue the activities of the
25		limited partnership and admit at least one general
26		partner is given by limited partners owning a
27		majority of the rights to receive distributions as
28		limited partners at the time the consent is to be
29		effective; and
30		(ii) at least one person is admitted as a
31		general partner in accordance with the consent;
32		(4) the passage of 90 days after the dissociation of
33		the limited partnership's last limited partner, unless
34		before the end of the period the limited partnership admits

1		at least one limited partner; or
2		(5) the signing and filing of a declaration of
3		dissolution by the Secretary of State under Section 809(c).

4		Section 802. Judicial dissolution. On application by a
5		partner the circuit court may order dissolution of a limited
6		partnership if it is not reasonably practicable to carry on the
7		activities of the limited partnership in conformity with the
8		partnership agreement.

9		Section 803. Winding up.
10		(a) A limited partnership continues after dissolution only
11		for the purpose of winding up its activities.
12		(b) In winding up its activities, the limited partnership:
13		(1) may amend its certificate of limited partnership to
14		state that the limited partnership is dissolved, preserve
15		the limited partnership business or property as a going
16		concern for a reasonable time, prosecute and defend actions
17		and proceedings, whether civil, criminal, or
18		administrative, transfer the limited partnership's
19		property, settle disputes by mediation or arbitration,
20		file a statement of termination as provided in Section 203,
21		and perform other necessary acts; and
22		(2) shall discharge the limited partnership's
23		liabilities, settle and close the limited partnership's
24		activities, and marshal and distribute the assets of the
25		partnership.
26		(c) If a dissolved limited partnership does not have a
27		general partner, a person to wind up the dissolved limited
28		partnership's activities may be appointed by the consent of
29		limited partners owning a majority of the rights to receive
30		distributions as limited partners at the time the consent is to
31		be effective. A person appointed under this subsection:
32		(1) has the powers of a general partner under Section
33		804; and
34		(2) shall promptly amend the certificate of limited

1		partnership to state:
2		(A) that the limited partnership does not have a
3		general partner;
4		(B) the name of the person that has been appointed
5		to wind up the limited partnership; and
6		(C) the street and mailing address of the person.
7		(d) On the application of any partner, the circuit court
8		may order judicial supervision of the winding up, including the
9		appointment of a person to wind up the dissolved limited
10		partnership's activities, if:
11		(1) a limited partnership does not have a general
12		partner and within a reasonable time following the
13		dissolution no person has been appointed pursuant to
14		subsection (c); or
15		(2) the applicant establishes other good cause.

16		Section 804. Power of general partner and person
17		dissociated as general partner to bind partnership after
18		dissolution.
19		(a) A limited partnership is bound by a general partner's
20		act after dissolution which:
21		(1) is appropriate for winding up the limited
22		partnership's activities; or
23		(2) would have bound the limited partnership under
24		Section 402 before dissolution, if, at the time the other
25		party enters into the transaction, the other party does not
26		have notice of the dissolution.
27		(b) A person dissociated as a general partner binds a
28		limited partnership through an act occurring after dissolution
29		if:
30		(1) at the time the other party enters into the
31		transaction:
32		(A) less than two years has passed since the
33		dissociation; and
34		(B) the other party does not have notice of the
35		dissociation and reasonably believes that the person

1		is a general partner; and
2		(2) the act:
3		(A) is appropriate for winding up the limited
4		partnership's activities; or
5		(B) would have bound the limited partnership under
6		Section 402 before dissolution and at the time the
7		other party enters into the transaction the other party
8		does not have notice of the dissolution.

9		Section 805. Liability after dissolution of general
10		partner and person dissociated as general partner to limited
11		partnership, other general partners, and persons dissociated
12		as general partner.
13		(a) If a general partner having knowledge of the
14		dissolution causes a limited partnership to incur an obligation
15		under Section 804(a) by an act that is not appropriate for
16		winding up the partnership's activities, the general partner is
17		liable:
18		(1) to the limited partnership for any damage caused to
19		the limited partnership arising from the obligation; and
20		(2) if another general partner or a person dissociated
21		as a general partner is liable for the obligation, to that
22		other general partner or person for any damage caused to
23		that other general partner or person arising from the
24		liability.
25		(b) If a person dissociated as a general partner causes a
26		limited partnership to incur an obligation under Section
27		804(b), the person is liable:
28		(1) to the limited partnership for any damage caused to
29		the limited partnership arising from the obligation; and
30		(2) if a general partner or another person dissociated
31		as a general partner is liable for the obligation, to the
32		general partner or other person for any damage caused to
33		the general partner or other person arising from the
34		liability.

1		Section 806. Known claims against dissolved limited
2		partnership.
3		(a) A dissolved limited partnership may dispose of the
4		known claims against it by following the procedure described in
5		subsection (b).
6		(b) A dissolved limited partnership may notify its known
7		claimants of the dissolution in a record. The notice must:
8		(1) specify the information required to be included in
9		a claim;
10		(2) provide a mailing address to which the claim is to
11		be sent;
12		(3) state the deadline for receipt of the claim, which
13		may not be less than 120 days after the date the notice is
14		received by the claimant;
15		(4) state that the claim will be barred if not received
16		by the deadline; and
17		(5) unless the limited partnership has been throughout
18		its existence a limited liability limited partnership,
19		state that the barring of a claim against the limited
20		partnership will also bar any corresponding claim against
21		any general partner or person dissociated as a general
22		partner which is based on Section 404.
23		(c) A claim against a dissolved limited partnership is
24		barred if the requirements of subsection (b) are met and:
25		(1) the claim is not received by the specified
26		deadline; or
27		(2) in the case of a claim that is timely received but
28		rejected by the dissolved limited partnership, the
29		claimant does not commence an action to enforce the claim
30		against the limited partnership within 90 days after the
31		receipt of the notice of the rejection.
32		(d) This Section does not apply to a claim based on an
33		event occurring after the effective date of dissolution or a
34		liability that is contingent on that date.

35

Section 807. Other claims against dissolved limited

1		partnership.
2		(a) A dissolved limited partnership may publish notice of
3		its dissolution and request persons having claims against the
4		limited partnership to present them in accordance with the
5		notice.
6		(b) The notice must:
7		(1) be published at least once in a newspaper of
8		general circulation in the county in which the dissolved
9		limited partnership's principal office is located or, if it
10		has none in this State, in the county in which the limited
11		partnership's designated office is or was last located;
12		(2) describe the information required to be contained
13		in a claim and provide a mailing address to which the claim
14		is to be sent;
15		(3) state that a claim against the limited partnership
16		is barred unless an action to enforce the claim is
17		commenced within five years after publication of the
18		notice; and
19		(4) unless the limited partnership has been throughout
20		its existence a limited liability limited partnership,
21		state that the barring of a claim against the limited
22		partnership will also bar any corresponding claim against
23		any general partner or person dissociated as a general
24		partner which is based on Section 404.
25		(c) If a dissolved limited partnership publishes a notice
26		in accordance with subsection (b), the claim of each of the
27		following claimants is barred unless the claimant commences an
28		action to enforce the claim against the dissolved limited
29		partnership within five years after the publication date of the
30		notice:
31		(1) a claimant that did not receive notice in a record
32		under Section 806;
33		(2) a claimant whose claim was timely sent to the
34		dissolved limited partnership but not acted on; and
35		(3) a claimant whose claim is contingent or based on an
36		event occurring after the effective date of dissolution.

1		(d) A claim not barred under this Section may be enforced:
2		(1) against the dissolved limited partnership, to the
3		extent of its undistributed assets;
4		(2) if the assets have been distributed in liquidation,
5		against a partner or transferee to the extent of that
6		person's proportionate share of the claim or the limited
7		partnership's assets distributed to the partner or
8		transferee in liquidation, whichever is less, but a
9		person's total liability for all claims under this
10		paragraph does not exceed the total amount of assets
11		distributed to the person as part of the winding up of the
12		dissolved limited partnership; or
13		(3) against any person liable on the claim under
14		Section 404.

15		Section 808. Liability of general partner and person
16		dissociated as general partner when claim against limited
17		partnership barred. If a claim against a dissolved limited
18		partnership is barred under Section 806 or 807, any
19		corresponding claim under Section 404 is also barred.

20		Section 809. Administrative dissolution.
21		(a) The Secretary of State may dissolve a limited
22		partnership administratively if the limited partnership does
23		not, within 60 days after the due date:
24		(1) pay any fee, tax, or penalty due to the Secretary
25		of State under this Act or other law; or
26		(2) deliver its annual report to the Secretary of
27		State.
28		(b) If the Secretary of State determines that a ground
29		exists for administratively dissolving a limited partnership,
30		the Secretary of State shall file a record of the determination
31		and serve the limited partnership with a copy of the filed
32		record.
33		(c) If within 60 days after service of the copy the limited
34		partnership does not correct each ground for dissolution or

1		demonstrate to the reasonable satisfaction of the Secretary of
2		State that each ground determined by the Secretary of State
3		does not exist, the Secretary of State shall administratively
4		dissolve the limited partnership by preparing, signing and
5		filing a declaration of dissolution that states the grounds for
6		dissolution. The Secretary of State shall serve the limited
7		partnership with a copy of the filed declaration.
8		(d) A limited partnership administratively dissolved
9		continues its existence but may carry on only activities
10		necessary to wind up its activities and liquidate its assets
11		under Sections 803 and 812 and to notify claimants under
12		Sections 806 and 807.
13		(e) The administrative dissolution of a limited
14		partnership does not terminate the authority of its agent for
15		service of process.

16		Section 810. Reinstatement following administrative
17		dissolution.
18		(a) A limited partnership that has been administratively
19		dissolved may apply to the Secretary of State for reinstatement
20		after the effective date of dissolution. The application must
21		be delivered to the Secretary of State for filing and state:
22		(1) the name of the limited partnership and the
23		effective date of its administrative dissolution;
24		(2) that the grounds for dissolution either did not
25		exist or have been eliminated; and
26		(3) that the limited partnership's name satisfies the
27		requirements of Section 108.
28		(b) If the Secretary of State determines that an
29		application contains the information required by subsection
30		(a) and that the information is correct, the Secretary of State
31		shall prepare a declaration of reinstatement that states this
32		determination, sign, and file the original of the declaration
33		of reinstatement, and serve the limited partnership with a
34		copy.
35		(c) When reinstatement becomes effective, it relates back

1		to and takes effect as of the effective date of the
2		administrative dissolution and the limited partnership may
3		resume its activities as if the administrative dissolution had
4		never occurred.

5		Section 811. Appeal from denial of reinstatement.
6		(a) If the Secretary of State denies a limited
7		partnership's application for reinstatement following
8		administrative dissolution, the Secretary of State shall
9		prepare, sign and file a notice that explains the reason or
10		reasons for denial and serve the limited partnership with a
11		copy of the notice.
12		(b) Within 30 days after service of the notice of denial,
13		the limited partnership may appeal from the denial of
14		reinstatement by petitioning the Circuit Court of Sangamon
15		County to set aside the dissolution. The petition must be
16		served on the Secretary of State and contain a copy of the
17		Secretary of State's declaration of dissolution, the limited
18		partnership's application for reinstatement, and the Secretary
19		of State's notice of denial.
20		(c) The court may summarily order the Secretary of State to
21		reinstate the dissolved limited partnership or may take other
22		action the court considers appropriate.

23		Section 812. Disposition of assets; when contributions
24		required.
25		(a) In winding up a limited partnership's activities, the
26		assets of the limited partnership, including the contributions
27		required by this Section, must be applied to satisfy the
28		limited partnership's obligations to creditors, including, to
29		the extent permitted by law, partners that are creditors.
30		(b) Any surplus remaining after the limited partnership
31		complies with subsection (a) must be paid in cash as a
32		distribution.
33		(c) If a limited partnership's assets are insufficient to
34		satisfy all of its obligations under subsection (a), with

1		respect to each unsatisfied obligation incurred when the
2		limited partnership was not a limited liability limited
3		partnership, the following rules apply:
4		(1) Each person that was a general partner when the
5		obligation was incurred and that has not been released from
6		the obligation under Section 607 shall contribute to the
7		limited partnership for the purpose of enabling the limited
8		partnership to satisfy the obligation. The contribution
9		due from each of those persons is in proportion to the
10		right to receive distributions in the capacity of general
11		partner in effect for each of those persons when the
12		obligation was incurred.
13		(2) If a person does not contribute the full amount
14		required under paragraph (1) with respect to an unsatisfied
15		obligation of the limited partnership, the other persons
16		required to contribute by paragraph (1) on account of the
17		obligation shall contribute the additional amount
18		necessary to discharge the obligation. The additional
19		contribution due from each of those other persons is in
20		proportion to the right to receive distributions in the
21		capacity of general partner in effect for each of those
22		other persons when the obligation was incurred.
23		(3) If a person does not make the additional
24		contribution required by paragraph (2), further additional
25		contributions are determined and due in the same manner as
26		provided in that paragraph.
27		(d) A person that makes an additional contribution under
28		subsection (c)(2) or (3) may recover from any person whose
29		failure to contribute under subsection (c)(1) or (2)
30		necessitated the additional contribution. A person may not
31		recover under this subsection more than the amount additionally
32		contributed. A person's liability under this subsection may not
33		exceed the amount the person failed to contribute.
34		(e) The estate of a deceased individual is liable for the
35		person's obligations under this Section.
36		(f) An assignee for the benefit of creditors of a limited

1		partnership or a partner, or a person appointed by a court to
2		represent creditors of a limited partnership or a partner, may
3		enforce a person's obligation to contribute under subsection
4		(c).

ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS

7		Section 901. Governing law.
8		(a) The laws of the state or other jurisdiction under which
9		a foreign limited partnership is organized govern relations
10		among the partners of the foreign limited partnership and
11		between the partners and the foreign limited partnership and
12		the liability of partners as partners for an obligation of the
13		foreign limited partnership.
14		(b) A foreign limited partnership may not be denied a
15		certificate of authority by reason of any difference between
16		the laws of the jurisdiction under which the foreign limited
17		partnership is organized and the laws of this State.
18		(c) A certificate of authority does not authorize a foreign
19		limited partnership to engage in any business or exercise any
20		power that a limited partnership may not engage in or exercise
21		in this State.

22		Section 902. Application for certificate of authority.
23		(a) A foreign limited partnership may apply for a
24		certificate of authority to transact business in this State by
25		delivering an application to the Secretary of State for filing.
26		The application must state:
27		(1) the name of the foreign limited partnership and, if
28		the name does not comply with Section 108, an alternate
29		name adopted pursuant to Section 905(a);
30		(2) the name of the state or other jurisdiction under
31		whose law the foreign limited partnership is organized;
32		(3) the street and mailing address of the foreign
33		limited partnership's principal office and, if the laws of

1		the jurisdiction under which the foreign limited
2		partnership is organized require the foreign limited
3		partnership to maintain an office in that jurisdiction, the
4		street and mailing address of the required office;
5		(4) the name and street and mailing address of the
6		foreign limited partnership's initial agent for service of
7		process in this State;
8		(5) the name and street and mailing address of each of
9		the foreign limited partnership's general partners; and
10		(6) whether the foreign limited partnership is a
11		foreign limited liability limited partnership.
12		(b) A foreign limited partnership shall deliver with the
13		completed application a certificate of existence or a record of
14		similar import signed by the Secretary of State or other
15		official having custody of the foreign limited partnership's
16		publicly filed records in the state or other jurisdiction under
17		whose law the foreign limited partnership is organized.

18		Section 903. Activities not constituting transacting
19		business.
20		(a) Activities of a foreign limited partnership which do
21		not constitute transacting business in this State within the
22		meaning of this Article include:
23		(1) maintaining, defending, and settling an action or
24		proceeding;
25		(2) holding meetings of its partners or carrying on any
26		other activity concerning its internal affairs;
27		(3) maintaining accounts in financial institutions;
28		(4) maintaining offices or agencies for the transfer,
29		exchange, and registration of the foreign limited
30		partnership's own securities or maintaining trustees or
31		depositories with respect to those securities;
32		(5) selling through independent contractors;
33		(6) soliciting or obtaining orders, whether by mail or
34		electronic means or through employees or agents or
35		otherwise, if the orders require acceptance outside this

1		State before they become contracts;
2		(7) creating or acquiring indebtedness, mortgages, or
3		security interests in real or personal property;
4		(8) securing or collecting debts or enforcing
5		mortgages or other security interests in property securing
6		the debts, and holding, protecting, and maintaining
7		property so acquired;
8		(9) conducting an isolated transaction that is
9		completed within 30 days and is not one in the course of
10		similar transactions of a like manner; and
11		(10) transacting business in interstate commerce.
12		(b) For purposes of this Article, the ownership in this
13		State of income-producing real property or tangible personal
14		property, other than property excluded under subsection (a),
15		constitutes transacting business in this State.
16		(c) This Section does not apply in determining the contacts
17		or activities that may subject a foreign limited partnership to
18		service of process, taxation, or regulation under any other law
19		of this State.

20		Section 904. Filing of certificate of authority. Unless the
21		Secretary of State determines that an application for a
22		certificate of authority does not comply with the filing
23		requirements of this Act, the Secretary of State, upon payment
24		of all filing fees, shall file the application, prepare, sign
25		and file a certificate of authority to transact business in
26		this State, and send a copy of the filed certificate, together
27		with a receipt for the fees, to the foreign limited partnership
28		or its representative.

29		Section 905. Noncomplying name of foreign limited
30		partnership.
31		(a) A foreign limited partnership whose name does not
32		comply with Section 108 may not obtain a certificate of
33		authority until it adopts, for the purpose of transacting
34		business in this State, an alternate name that complies with

1		Section 108. A foreign limited partnership that adopts an
2		alternate name under this subsection and then obtains a
3		certificate of authority with the name need not comply with the
4		Assumed Business Name Act and is deemed to be in compliance
5		with Section 108.5. After obtaining a certificate of authority
6		with an alternate name, a foreign limited partnership shall
7		transact business in this State under the name unless the
8		foreign limited partnership is authorized under the Assumed
9		Business Name Act to transact business in this State under
10		another name.
11		(b) If a foreign limited partnership authorized to transact
12		business in this State changes its name to one that does not
13		comply with Section 108, it may not thereafter transact
14		business in this State until it complies with subsection (a)
15		and obtains an amended certificate of authority.

16		Section 906. Revocation of certificate of authority.
17		(a) A certificate of authority of a foreign limited
18		partnership to transact business in this State may be revoked
19		by the Secretary of State in the manner provided in subsections
20		(b) and (c) if the foreign limited partnership does not:
21		(1) pay, within 60 days after the due date, any fee,
22		tax or penalty due to the Secretary of State under this Act
23		or other law;
24		(2) deliver, within 60 days after the due date, its
25		annual report required under Section 210;
26		(3) appoint and maintain an agent for service of
27		process as required by Section 114(b); or
28		(4) deliver for filing a statement of a change under
29		Section 115 within 30 days after a change has occurred in
30		the name or address of the agent.
31		(b) In order to revoke a certificate of authority, the
32		Secretary of State must prepare, sign, and file a notice of
33		revocation and send a copy to the foreign limited partnership's
34		agent for service of process in this State, or if the foreign
35		limited partnership does not appoint and maintain a proper

1		agent in this State, to the foreign limited partnership's
2		designated office. The notice must state:
3		(1) the revocation's effective date, which must be at
4		least 60 days after the date the Secretary of State sends
5		the copy; and
6		(2) the foreign limited partnership's failures to
7		comply with subsection (a) which are the reason for the
8		revocation.
9		(c) The authority of the foreign limited partnership to
10		transact business in this State ceases on the effective date of
11		the notice of revocation unless before that date the foreign
12		limited partnership cures each failure to comply with
13		subsection (a) stated in the notice. If the foreign limited
14		partnership cures the failures, the Secretary of State shall so
15		indicate on the filed notice.

16		Section 907. Cancellation of certificate of authority;
17		effect of failure to have certificate.
18		(a) In order to cancel its certificate of authority to
19		transact business in this State, a foreign limited partnership
20		must deliver to the Secretary of State for filing a notice of
21		cancellation. The certificate is canceled when the notice
22		becomes effective under Section 206.
23		(b) A foreign limited partnership transacting business in
24		this State may not maintain an action or proceeding in this
25		State unless it has a certificate of authority to transact
26		business in this State.
27		(c) The failure of a foreign limited partnership to have a
28		certificate of authority to transact business in this State
29		does not impair the validity of a contract or act of the
30		foreign limited partnership or prevent the foreign limited
31		partnership from defending an action or proceeding in this
32		State.
33		(d) A partner of a foreign limited partnership is not
34		liable for the obligations of the foreign limited partnership
35		solely by reason of the foreign limited partnership's having

1		transacted business in this State without a certificate of
2		authority.
3		(e) If a foreign limited partnership transacts business in
4		this State without a certificate of authority or cancels its
5		certificate of authority, it appoints the Secretary of State as
6		its agent for service of process for rights of action arising
7		out of the transaction of business in this State.

8		Section 908. Action by Attorney General. The Attorney
9		General may maintain an action to restrain a foreign limited
10		partnership from transacting business in this State in
11		violation of this Article.

ARTICLE 10 ACTIONS BY PARTNERS

14		Section 1001. Direct action by partner.
15		(a) Subject to subsection (b), a partner may maintain a
16		direct action against the limited partnership or another
17		partner for legal or equitable relief, with or without an
18		accounting as to the partnership's activities, to enforce the
19		rights and otherwise protect the interests of the partner,
20		including rights and interests under the partnership agreement
21		or this Act or arising independently of the partnership
22		relationship.
23		(b) A partner commencing a direct action under this Section
24		is required to plead and prove an actual or threatened injury
25		that is not solely the result of an injury suffered or
26		threatened to be suffered by the limited partnership.
27		(c) The accrual of, and any time limitation on, a right of
28		action for a remedy under this Section is governed by other
29		law. A right to an accounting upon a dissolution and winding up
30		does not revive a claim barred by law.

31		Section 1002. Derivative action. A partner may maintain a
32		derivative action to enforce a right of a limited partnership

1		if:
2		(1) the partner first makes a demand on the general
3		partners, requesting that they cause the limited
4		partnership to bring an action to enforce the right, and
5		the general partners do not bring the action within a
6		reasonable time; or
7		(2) a demand would be futile.

8		Section 1003. Proper plaintiff. A derivative action may be
9		maintained only by a person that is a partner at the time the
10		action is commenced and:
11		(1) that was a partner when the conduct giving rise to
12		the action occurred; or
13		(2) whose status as a partner devolved upon the person
14		by operation of law or pursuant to the terms of the
15		partnership agreement from a person that was a partner at
16		the time of the conduct.

17		Section 1004. Pleading. In a derivative action, the
18		complaint must state with particularity:
19		(1) the date and content of plaintiff's demand and the
20		general partners' response to the demand; or
21		(2) why demand should be excused as futile.

22		Section 1005. Proceeds and expenses.
23		(a) Except as otherwise provided in subsection (b):
24		(1) any proceeds or other benefits of a derivative
25		action, whether by judgment, compromise, or settlement,
26		belong to the limited partnership and not to the derivative
27		plaintiff;
28		(2) if the derivative plaintiff receives any proceeds,
29		the derivative plaintiff shall immediately remit them to
30		the limited partnership.
31		(b) If a derivative action is successful in whole or in
32		part, the court may award the plaintiff reasonable expenses,
33		including reasonable attorney's fees, from the recovery of the

1		limited partnership.

ARTICLE 11 CONVERSION AND MERGER

4		Section 1101. Definitions. In this Article:
5		(1) "Constituent limited partnership" means a constituent
6		organization that is a limited partnership.
7		(2) "Constituent organization" means an organization that
8		is party to a merger.
9		(3) "Converted organization" means the organization into
10		which a converting organization converts pursuant to Sections
11		1102 through 1105.
12		(4) "Converting limited partnership" means a converting
13		organization that is a limited partnership.
14		(5) "Converting organization" means an organization that
15		converts into another organization pursuant to Section 1102.
16		(6) "General partner" means a general partner of a limited
17		partnership.
18		(7) "Governing statute" of an organization means the
19		statute that governs the organization's internal affairs.
20		(8) "Organization" means a general partnership, including
21		a limited liability partnership; limited partnership,
22		including a limited liability limited partnership; limited
23		liability company; business trust; corporation; or any other
24		person having a governing statute. The term includes domestic
25		and foreign organizations whether or not organized for profit.
26		(9) "Organizational documents" means:
27		(A) for a domestic or foreign general partnership, its
28		partnership agreement;
29		(B) for a limited partnership or foreign limited
30		partnership, its certificate of limited partnership and
31		partnership agreement;
32		(C) for a domestic or foreign limited liability
33		company, its articles of organization and operating
34		agreement, or comparable records as provided in its

1		governing statute;
2		(D) for a business trust, its agreement of trust and
3		declaration of trust;
4		(E) for a domestic or foreign corporation for profit,
5		its articles of incorporation, bylaws, and other
6		agreements among its shareholders which are authorized by
7		its governing statute, or comparable records as provided in
8		its governing statute; and
9		(F) for any other organization, the basic records that
10		create the organization and determine its internal
11		governance and the relations among the persons that own it,
12		have an interest in it, or are members of it.
13		(10) "Personal liability" means personal liability for a
14		debt, liability, or other obligation of an organization which
15		is imposed on a person that co-owns, has an interest in, or is
16		a member of the organization:
17		(A) by the organization's governing statute solely by
18		reason of the person co-owning, having an interest in, or
19		being a member of the organization; or
20		(B) by the organization's organizational documents
21		under a provision of the organization's governing statute
22		authorizing those documents to make one or more specified
23		persons liable for all or specified debts, liabilities, and
24		other obligations of the organization solely by reason of
25		the person or persons co-owning, having an interest in, or
26		being a member of the organization.
27		(11) "Surviving organization" means an organization into
28		which one or more other organizations are merged. A surviving
29		organization may preexist the merger or be created by the
30		merger.

31		Section 1102. Conversion.
32		(a) An organization other than a limited partnership may
33		convert to a limited partnership, and a limited partnership may
34		convert to another organization pursuant to this Section and
35		Sections 1103 through 1105 and a plan of conversion, if:

1		(1) the other organization's governing statute
2		authorizes the conversion;
3		(2) the conversion is not prohibited by the law of the
4		jurisdiction that enacted the governing statute; and
5		(3) the other organization complies with its governing
6		statute in effecting the conversion.
7		(b) A plan of conversion must be in a record and must
8		include:
9		(1) the name and form of the organization before
10		conversion;
11		(2) the name and form of the organization after
12		conversion; and
13		(3) the terms and conditions of the conversion,
14		including the manner and basis for converting interests in
15		the converting organization into any combination of money,
16		interests in the converted organization, and other
17		consideration; and
18		(4) the organizational documents of the converted
19		organization.

20		Section 1103. Action on plan of conversion by converting
21		limited partnership.
22		(a) Subject to Section 1110, a plan of conversion must be
23		consented to by all the partners of a converting limited
24		partnership.
25		(b) Subject to Section 1110 and any contractual rights,
26		after a conversion is approved, and at any time before a filing
27		is made under Section 1104, a converting limited partnership
28		may amend the plan or abandon the planned conversion:
29		(1) as provided in the plan; and
30		(2) except as prohibited by the plan, by the same
31		consent as was required to approve the plan.

32		Section 1104. Filings required for conversion; effective
33		date.
34		(a) After a plan of conversion is approved:

1		(1) a converting limited partnership shall deliver to
2		the Secretary of State for filing articles of conversion,
3		which must include:
4		(A) a statement that the limited partnership has
5		been converted into another organization;
6		(B) the name and form of the organization and the
7		jurisdiction of its governing statute;
8		(C) the date the conversion is effective under the
9		governing statute of the converted organization;
10		(D) a statement that the conversion was approved as
11		required by this Act;
12		(E) a statement that the conversion was approved as
13		required by the governing statute of the converted
14		organization; and
15		(F) if the converted organization is a foreign
16		organization not authorized to transact business in
17		this State, the street and mailing address of an office
18		which the Secretary of State may use for the purposes
19		of Section 1105(c); and
20		(2) if the converting organization is not a converting
21		limited partnership, the converting organization shall
22		deliver to the Secretary of State for filing a certificate
23		of limited partnership, which must include, in addition to
24		the information required by Section 201:
25		(A) a statement that the limited partnership was
26		converted from another organization;
27		(B) the name and form of the organization and the
28		jurisdiction of its governing statute; and
29		(C) a statement that the conversion was approved in
30		a manner that complied with the organization's
31		governing statute.
32		(b) A conversion becomes effective:
33		(1) if the converted organization is a limited
34		partnership, when the certificate of limited partnership
35		takes effect; and
36		(2) if the converted organization is not a limited

1		partnership, as provided by the governing statute of the
2		converted organization.

3		Section 1105. Effect of conversion.
4		(a) An organization that has been converted pursuant to
5		this Article is for all purposes the same entity that existed
6		before the conversion.
7		(b) When a conversion takes effect:
8		(1) all property owned by the converting organization
9		remains vested in the converted organization;
10		(2) all debts, liabilities, and other obligations of
11		the converting organization continue as obligations of the
12		converted organization;
13		(3) an action or proceeding pending by or against the
14		converting organization may be continued as if the
15		conversion had not occurred;
16		(4) except as prohibited by other law, all of the
17		rights, privileges, immunities, powers, and purposes of
18		the converting organization remain vested in the converted
19		organization;
20		(5) except as otherwise provided in the plan of
21		conversion, the terms and conditions of the plan of
22		conversion take effect; and
23		(6) except as otherwise agreed, the conversion does not
24		dissolve a converting limited partnership for the purposes
25		of Article 8.
26		(c) A converted organization that is a foreign organization
27		consents to the jurisdiction of the courts of this State to
28		enforce any obligation owed by the converting limited
29		partnership, if before the conversion the converting limited
30		partnership was subject to suit in this State on the
31		obligation. A converted organization that is a foreign
32		organization and not authorized to transact business in this
33		State appoints the Secretary of State as its agent for service
34		of process for purposes of enforcing an obligation under this
35		subsection. Service on the Secretary of State under this

1		subsection is made in the same manner and with the same
2		consequences as in Section 117(c) and (d).

3		Section 1106. Merger.
4		(a) A limited partnership may merge with one or more other
5		constituent organizations pursuant to this Section and
6		Sections 1107 through 1109 and a plan of merger, if:
7		(1) the governing statute of each of the other
8		organizations authorizes the merger;
9		(2) the merger is not prohibited by the law of a
10		jurisdiction that enacted any of those governing statutes;
11		and
12		(3) each of the other organizations complies with its
13		governing statute in effecting the merger.
14		(b) A plan of merger must be in a record and must include:
15		(1) the name and form of each constituent organization;
16		(2) the name and form of the surviving organization
17		and, if the surviving organization is to be created by the
18		merger, a statement to that effect;
19		(3) the terms and conditions of the merger, including
20		the manner and basis for converting the interests in each
21		constituent organization into any combination of money,
22		interests in the surviving organization, and other
23		consideration;
24		(4) if the surviving organization is to be created by
25		the merger, the surviving organization's organizational
26		documents; and
27		(5) if the surviving organization is not to be created
28		by the merger, any amendments to be made by the merger to
29		the surviving organization's organizational documents.

30		Section 1107. Action on plan of merger by constituent
31		limited partnership.
32		(a) Subject to Section 1110, a plan of merger must be
33		consented to by all the partners of a constituent limited
34		partnership.

1		(b) Subject to Section 1110 and any contractual rights,
2		after a merger is approved, and at any time before a filing is
3		made under Section 1108, a constituent limited partnership may
4		amend the plan or abandon the planned merger:
5		(1) as provided in the plan; and
6		(2) except as prohibited by the plan, with the same
7		consent as was required to approve the plan.

8		Section 1108. Filings required for merger; effective date.
9		(a) After each constituent organization has approved a
10		merger, articles of merger must be signed on behalf of:
11		(1) each preexisting constituent limited partnership,
12		by each general partner listed in the certificate of
13		limited partnership; and
14		(2) each other preexisting constituent organization,
15		by an authorized representative.
16		(b) The articles of merger must include:
17		(1) the name and form of each constituent organization
18		and the jurisdiction of its governing statute;
19		(2) the name and form of the surviving organization,
20		the jurisdiction of its governing statute, and, if the
21		surviving organization is created by the merger, a
22		statement to that effect;
23		(3) the date the merger is effective under the
24		governing statute of the surviving organization;
25		(4) if the surviving organization is to be created by
26		the merger:
27		(A) if it will be a limited partnership, the
28		limited partnership's certificate of limited
29		partnership; or
30		(B) if it will be an organization other than a
31		limited partnership, the organizational document that
32		creates the organization;
33		(5) if the surviving organization preexists the
34		merger, any amendments provided for in the plan of merger
35		for the organizational document that created the

1		organization;
2		(6) a statement as to each constituent organization
3		that the merger was approved as required by the
4		organization's governing statute;
5		(7) if the surviving organization is a foreign
6		organization not authorized to transact business in this
7		State, the street and mailing address of an office which
8		the Secretary of State may use for the purposes of Section
9		1109(b); and
10		(8) any additional information required by the
11		governing statute of any constituent organization.
12		(c) Each constituent limited partnership shall deliver the
13		articles of merger for filing in the Office of the Secretary of
14		State.
15		(d) A merger becomes effective under this Article:
16		(1) if the surviving organization is a limited
17		partnership, upon the later of:
18		(i) compliance with subsection (c); or
19		(ii) subject to Section 206(c), as specified in the
20		articles of merger; or
21		(2) if the surviving organization is not a limited
22		partnership, as provided by the governing statute of the
23		surviving organization.

24		Section 1109. Effect of merger.
25		(a) When a merger becomes effective:
26		(1) the surviving organization continues or comes into
27		existence;
28		(2) each constituent organization that merges into the
29		surviving organization ceases to exist as a separate
30		entity;
31		(3) all property owned by each constituent
32		organization that ceases to exist vests in the surviving
33		organization;
34		(4) all debts, liabilities, and other obligations of
35		each constituent organization that ceases to exist

1		continue as obligations of the surviving organization;
2		(5) an action or proceeding pending by or against any
3		constituent organization that ceases to exist may be
4		continued as if the merger had not occurred;
5		(6) except as prohibited by other law, all of the
6		rights, privileges, immunities, powers, and purposes of
7		each constituent organization that ceases to exist vest in
8		the surviving organization;
9		(7) except as otherwise provided in the plan of merger,
10		the terms and conditions of the plan of merger take effect;
11		(8) except as otherwise agreed, if a constituent
12		limited partnership ceases to exist, the merger does not
13		dissolve the limited partnership for the purposes of
14		Article 8;
15		(9) if the surviving organization is created by the
16		merger:
17		(A) if it is a limited partnership, the certificate
18		of limited partnership becomes effective; or
19		(B) if it is an organization other than a limited
20		partnership, the organizational document that creates
21		the organization becomes effective; and
22		(10) if the surviving organization preexists the
23		merger, any amendments provided for in the articles of
24		merger for the organizational document that created the
25		organization become effective.
26		(b) A surviving organization that is a foreign organization
27		consents to the jurisdiction of the courts of this State to
28		enforce any obligation owed by a constituent organization, if
29		before the merger the constituent organization was subject to
30		suit in this State on the obligation. A surviving organization
31		that is a foreign organization and not authorized to transact
32		business in this State appoints the Secretary of State as its
33		agent for service of process for the purposes of enforcing an
34		obligation under this subsection. Service on the Secretary of
35		State under this subsection is made in the same manner and with
36		the same consequences as in Section 117(c) and (d).

1		Section 1110. Restrictions on approval of conversions and
2		mergers and on relinquishing LLLP status.
3		(a) If a partner of a converting or constituent limited
4		partnership will have personal liability with respect to a
5		converted or surviving organization, approval and amendment of
6		a plan of conversion or merger are ineffective without the
7		consent of the partner, unless:
8		(1) the limited partnership's partnership agreement
9		provides for the approval of the conversion or merger with
10		the consent of fewer than all the partners; and
11		(2) the partner has consented to the provision of the
12		partnership agreement.
13		(b) An amendment to a certificate of limited partnership
14		which deletes a statement that the limited partnership is a
15		limited liability limited partnership is ineffective without
16		the consent of each general partner unless:
17		(1) the limited partnership's partnership agreement
18		provides for the amendment with the consent of less than
19		all the general partners; and
20		(2) each general partner that does not consent to the
21		amendment has consented to the provision of the partnership
22		agreement.
23		(c) A partner does not give the consent required by
24		subsection (a) or (b) merely by consenting to a provision of
25		the partnership agreement which permits the partnership
26		agreement to be amended with the consent of fewer than all the
27		partners.

28		Section 1111. Liability of general partner after
29		conversion or merger.
30		(a) A conversion or merger under this Article does not
31		discharge any liability under Sections 404 and 607 of a person
32		that was a general partner in or dissociated as a general
33		partner from a converting or constituent limited partnership,
34		but:

1		(1) the provisions of this Act pertaining to the
2		collection or discharge of the liability continue to apply
3		to the liability;
4		(2) for the purposes of applying those provisions, the
5		converted or surviving organization is deemed to be the
6		converting or constituent limited partnership; and
7		(3) if a person is required to pay any amount under
8		this subsection:
9		(A) the person has a right of contribution from
10		each other person that was liable as a general partner
11		under Section 404 when the obligation was incurred and
12		has not been released from the obligation under Section
13		607; and
14		(B) the contribution due from each of those persons
15		is in proportion to the right to receive distributions
16		in the capacity of general partner in effect for each
17		of those persons when the obligation was incurred.
18		(b) In addition to any other liability provided by law:
19		(1) a person that immediately before a conversion or
20		merger became effective was a general partner in a
21		converting or constituent limited partnership that was not
22		a limited liability limited partnership is personally
23		liable for each obligation of the converted or surviving
24		organization arising from a transaction with a third party
25		after the conversion or merger becomes effective, if, at
26		the time the third party enters into the transaction, the
27		third party:
28		(A) does not have notice of the conversion or
29		merger; and
30		(B) reasonably believes that:
31		(i) the converted or surviving business is the
32		converting or constituent limited partnership;
33		(ii) the converting or constituent limited
34		partnership is not a limited liability limited
35		partnership; and
36		(iii) the person is a general partner in the

1		converting or constituent limited partnership; and
2		(2) a person that was dissociated as a general partner
3		from a converting or constituent limited partnership
4		before the conversion or merger became effective is
5		personally liable for each obligation of the converted or
6		surviving organization arising from a transaction with a
7		third party after the conversion or merger becomes
8		effective, if:
9		(A) immediately before the conversion or merger
10		became effective the converting or surviving limited
11		partnership was not a limited liability limited
12		partnership; and
13		(B) at the time the third party enters into the
14		transaction less than two years have passed since the
15		person dissociated as a general partner and the third
16		party:
17		(i) does not have notice of the dissociation;
18		(ii) does not have notice of the conversion or
19		merger; and
20		(iii) reasonably believes that the converted
21		or surviving organization is the converting or
22		constituent limited partnership, the converting or
23		constituent limited partnership is not a limited
24		liability limited partnership, and the person is a
25		general partner in the converting or constituent
26		limited partnership.

27		Section 1112. Power of general partners and persons
28		dissociated as general partners to bind organization after
29		conversion or merger.
30		(a) An act of a person that immediately before a conversion
31		or merger became effective was a general partner in a
32		converting or constituent limited partnership binds the
33		converted or surviving organization after the conversion or
34		merger becomes effective, if:
35		(1) before the conversion or merger became effective,

1		the act would have bound the converting or constituent
2		limited partnership under Section 402; and
3		(2) at the time the third party enters into the
4		transaction, the third party:
5		(A) does not have notice of the conversion or
6		merger; and
7		(B) reasonably believes that the converted or
8		surviving business is the converting or constituent
9		limited partnership and that the person is a general
10		partner in the converting or constituent limited
11		partnership.
12		(b) An act of a person that before a conversion or merger
13		became effective was dissociated as a general partner from a
14		converting or constituent limited partnership binds the
15		converted or surviving organization after the conversion or
16		merger becomes effective, if:
17		(1) before the conversion or merger became effective,
18		the act would have bound the converting or constituent
19		limited partnership under Section 402 if the person had
20		been a general partner; and
21		(2) at the time the third party enters into the
22		transaction, less than two years have passed since the
23		person dissociated as a general partner and the third
24		party:
25		(A) does not have notice of the dissociation;
26		(B) does not have notice of the conversion or
27		merger; and
28		(C) reasonably believes that the converted or
29		surviving organization is the converting or
30		constituent limited partnership and that the person is
31		a general partner in the converting or constituent
32		limited partnership.
33		(c) If a person having knowledge of the conversion or
34		merger causes a converted or surviving organization to incur an
35		obligation under subsection (a) or (b), the person is liable:
36		(1) to the converted or surviving organization for any

1		damage caused to the organization arising from the
2		obligation; and
3		(2) if another person is liable for the obligation, to
4		that other person for any damage caused to that other
5		person arising from the liability.

6		Section 1113. Article not exclusive. This Article does not
7		preclude an entity from being converted or merged under other
8		law.

ARTICLE 12 MISCELLANEOUS PROVISIONS

11		Section 1201. Uniformity of application and construction.
12		In applying and construing this Uniform Act, consideration must
13		be given to the need to promote uniformity of the law with
14		respect to its subject matter among states that enact it.

15		Section 1202. Severability clause. If any provision of this
16		Act or its application to any person or circumstance is held
17		invalid, the invalidity does not affect other provisions or
18		applications of this Act which can be given effect without the
19		invalid provision or application, and to this end the
20		provisions of this Act are severable.

21		Section 1203. Relation to Electronic Signatures in Global
22		and National Commerce Act. This Act modifies, limits, or
23		supersedes the federal Electronic Signatures in Global and
24		National Commerce Act, 15 U.S.C. Section 7001 et seq., but this
25		Act does not modify, limit, or supersede Section 101(c) of that
26		Act or authorize electronic delivery of any of the notices
27		described in Section 103(b) of that Act.

28		Section 1204. Effective date. (See Section 1402 for
29		effective date.)

1

Section 1205. Repeals. (See Section 1401 for repeals.)

2		Section 1206. Application to existing relationships.
3		(a) Before January 1, 2008, this Act governs only:
4		(1) a limited partnership formed on or after January 1,
5		2005; and
6		(2) except as otherwise provided in subsections (c) and
7		(d), a limited partnership formed before January 1, 2005
8		which elects, in the manner provided in its partnership
9		agreement or by law for amending the partnership agreement,
10		to be subject to this Act.
11		(b) Except as otherwise provided in subsection (c), on and
12		after January 1, 2008 this Act governs all limited
13		partnerships.
14		(c) With respect to a limited partnership formed before
15		January 1, 2005, the following rules apply except as the
16		partners otherwise elect in the manner provided in the
17		partnership agreement or by law for amending the partnership
18		agreement:
19		(1) Section 104(c) does not apply and the limited
20		partnership has whatever duration it had under the law
21		applicable immediately before January 1, 2005.
22		(2) Section 108(d) does not apply.
23		(3) The limited partnership is not required to amend
24		its certificate of limited partnership to comply with
25		Section 201(a)(4).
26		(4) Sections 601 and 602 do not apply and a limited
27		partner has the same right and power to dissociate from the
28		limited partnership, with the same consequences, as
29		existed immediately before January 1, 2005.
30		(5) Section 603(4) does not apply.
31		(6) Section 603(5) does not apply and a court has the
32		same power to expel a general partner as the court had
33		immediately before January 1, 2005.
34		(7) Section 801(3) does not apply and the connection
35		between a person's dissociation as a general partner and

1		the dissolution of the limited partnership is the same as
2		existed immediately before January 1, 2005.
3		(d) With respect to a limited partnership that elects
4		pursuant to subsection (a)(2) to be subject to this Act, after
5		the election takes effect the provisions of this Act relating
6		to the liability of the limited partnership's general partners
7		to third parties apply:
8		(1) before January 1, 2008, to:
9		(A) a third party that had not done business with
10		the limited partnership in the year before the election
11		took effect; and
12		(B) a third party that had done business with the
13		limited partnership in the year before the election
14		took effect only if the third party knows or has
15		received a notification of the election; and
16		(2) on and after January 1, 2008, to all third parties,
17		but those provisions remain inapplicable to any obligation
18		incurred while those provisions were inapplicable under
19		paragraph (1)(B).

20		Section 1207. Savings clause. This Act does not affect an
21		action commenced, proceeding brought, or right accrued before
22		this Act takes effect.

23		Section 1207.1. The State Finance Act is amended by adding
24		Section 5.625 as follows:
25		(30 ILCS 105/5.625 new)
26		Sec. 5.625. The Department of Business Services Special
27		Operations Fund.

28		Section 1207.2. The Criminal Code of 1961 is amended by
29		changing Section 17-12 as follows:
30		(720 ILCS 5/17-12)
31		Sec. 17-12. Fraudulent advertisement of corporate name. If

1		a company, association, or person puts forth a sign or
2		advertisement and assumes, for the purpose of soliciting
3		business, a corporate name, not being incorporated, the
4		company, association, or person commits a petty offense and is
5		guilty of an additional petty offense for each day he, she, or
6		it continues to so offend.
7		Nothing contained in this Section prohibits a corporation,
8		company, association, or person from using a divisional
9		designation or trade name in conjunction with its corporate
10		name or assumed name under Section 4.05 of the Business
11		Corporation Act of 1983 or, if it is a member of a partnership
12		or joint venture, from doing partnership or joint venture
13		business under the partnership or joint venture name. The name
14		under which the joint venture or partnership does business may
15		differ from the names of the members. Business may not be
16		conducted or transacted under that joint venture or partnership
17		name, however, unless all provisions of the Assumed Business
18		Name Act have been complied with. Nothing in this Section
19		permits a foreign corporation to do business in this State
20		without complying with all Illinois laws regulating the doing
21		of business by foreign corporations. No foreign corporation may
22		conduct or transact business in this State as a member of a
23		partnership or joint venture that violates any Illinois law
24		regulating or pertaining to the doing of business by foreign
25		corporations in Illinois.
26		The provisions of this Section do not apply to limited
27		partnerships formed under the Revised Uniform Limited
28		Partnership Act or under the Uniform Limited Partnership Act
29		(2001).
30		(Source: P.A. 89-234, eff. 1-1-96; 89-626, eff. 8-9-96.)

31		Section 1207.3. The Limited Liability Company Act is
32		amended by changing Section 37-5 as follows:
33		(805 ILCS 180/37-5)
34		Sec. 37-5. Definitions. In this Article:

1		"Corporation" means (i) a corporation under the Business
2		Corporation Act of 1983, a predecessor law, or comparable law
3		of another jurisdiction or (ii) a bank or savings bank.
4		"General partner" means a partner in a partnership and a
5		general partner in a limited partnership.
6		"Limited partner" means a limited partner in a limited
7		partnership.
8		"Limited partnership" means a limited partnership created
9		under the Revised Uniform Limited Partnership Act (2001), a
10		predecessor law, or comparable law of another jurisdiction.
11		"Partner" includes a general partner and a limited partner.
12		"Partnership" means a general partnership under the
13		Uniform Partnership Act, a predecessor law, or comparable law
14		of another jurisdiction.
15		"Partnership agreement" means an agreement among the
16		partners concerning the partnership or limited partnership.
17		"Shareholder" means a shareholder in a corporation.
18		(Source: P.A. 93-561, eff. 1-1-04.)

19		Section 1207.4. The Uniform Partnership Act (1997) is
20		amended by changing Sections 901 and 902 as follows:
21		(805 ILCS 206/901)
22		Sec. 901. Definitions. In this Article:
23		(1) "General partner" means a partner in a partnership
24		and a general partner in a limited partnership.
25		(2) "Limited partner" means a limited partner in a
26		limited partnership.
27		(3) "Limited partnership" means a limited partnership
28		created under the Revised Uniform Limited Partnership Act
29		(2001), predecessor law, or comparable law of another
30		jurisdiction.
31		(4) "Partner" includes both a general partner and a
32		limited partner.
33		(Source: P.A. 92-740, eff. 1-1-03.)

1		(805 ILCS 206/902)
2		Sec. 902. Conversion of partnership to limited
3		partnership.
4		(a) A partnership may be converted to a limited partnership
5		pursuant to this Section.
6		(b) The terms and conditions of a conversion of a
7		partnership to a limited partnership must be approved by all of
8		the partners or by a number or percentage specified for
9		conversion in the partnership agreement.
10		(c) After the conversion is approved by the partners, the
11		partnership shall file a certificate of limited partnership in
12		the jurisdiction in which the limited partnership is to be
13		formed. The certificate must include:
14		(1) a statement that the partnership was converted to a
15		limited partnership from a partnership;
16		(2) its former name; and
17		(3) a statement of the number of votes cast by the
18		partners for and against the conversion and, if the vote is
19		less than unanimous, the number or percentage required to
20		approve the conversion under the partnership agreement.
21		(d) The conversion takes effect when the certificate of
22		limited partnership is filed or at any later date specified in
23		the certificate.
24		(e) A general partner who becomes a limited partner as a
25		result of the conversion remains liable as a general partner
26		for an obligation incurred by the partnership before the
27		conversion takes effect. If the other party to a transaction
28		with the limited partnership reasonably believes when entering
29		the transaction that the limited partner is a general partner,
30		the limited partner is liable for an obligation incurred by the
31		limited partnership within 90 days after the conversion takes
32		effect. The limited partner's liability for all other
33		obligations of the limited partnership incurred after the
34		conversion takes effect is that of a limited partner as
35		provided in the Revised Uniform Limited Partnership Act (2001).
36		(Source: P.A. 92-740, eff. 1-1-03.)

ARTICLE 13 FEES AND OTHER MATTERS

3		Section 1301. List of partnerships.
4		(a) The Secretary of State may publish a list or lists of
5		limited partnerships and foreign limited partnerships, with
6		such frequency, in such format, and for such fees as the
7		Secretary may in his or her discretion provide by rule. The
8		Secretary may disseminate information concerning limited
9		partnerships and foreign limited partnerships by computer
10		network, in such format and for such fees as may be determined
11		by rule.
12		(b) Any list published under subsection (a) shall be free
13		to each member of the General Assembly and to each State agency
14		or department and to each Recorder in this State, submitting a
15		written request for same. To all others an appropriate fee to
16		cover the cost of producing the list shall be charged, and
17		shall be established by rule.

18		Section 1302. Fees.
19		(a) The Secretary of State shall charge and collect in
20		accordance with the provisions of this Act and rules
21		promulgated pursuant to its authority:
22		(1) fees for filing documents;
23		(2) miscellaneous charges;
24		(3) fees for the sale of lists of filings, copies of
25		any documents, and for the sale or release of any
26		information.
27		(b) The Secretary of State shall charge and collect for:
28		(1) filing certificates of limited partnership
29		(domestic), certificates of admission (foreign), restated
30		certificates of limited partnership (domestic), and
31		restated certificates of admission (foreign), $150;
32		(2) filing certificates to be governed by this Act,
33		$50;

1		(3) filing amendments and certificates of amendment,
2		$50;
3		(4) filing certificates of cancellation, $25;
4		(5) filing an application for use of an assumed name
5		under Section 108.5 of this Act, $150 for each year or part
6		thereof ending in 0 or 5, $120 for each year or part
7		thereof ending in 1 or 6, $90 for each year or part thereof
8		ending in 2 or 7, $60 for each year or part thereof ending
9		in 3 or 8, $30 for each year or part thereof ending in 4 or
10		9, and a renewal for each assumed name, $150;
11		(6) filing an annual report of a domestic or foreign
12		limited partnership, $100;
13		(7) filing an application for reinstatement of a
14		domestic or foreign limited partnership, and for issuing a
15		certificate of reinstatement, $200;
16		(8) filing any other document, $50.
17		(c) The Secretary of State shall charge and collect:
18		(1) for furnishing a copy or certified copy of any
19		document, instrument or paper relating to a limited
20		partnership or foreign limited partnership, $25; and
21		(2) for the transfer of information by computer process
22		media to any purchaser, fees established by rule.

23		Section 1303. Powers of the Secretary of State and
24		rulemaking.
25		(a) The Secretary of State shall have the power and
26		authority reasonably necessary to administer this Act
27		efficiently and to perform the duties herein imposed. The
28		Secretary of State's function pursuant to this Act is to be a
29		central depository for the certificates of limited partnership
30		and certificates of admission required by this Act and to
31		record the assumed names used by limited partnerships and
32		foreign limited partnerships.
33		(b) The Secretary of State shall have authority to
34		promulgate rules pursuant to the Illinois Administrative
35		Procedure Act, as are necessary to administer this Act

1		efficiently and to perform the duties herein imposed.

2		Section 1304. Certified copies and certificates.
3		(a) Copies, photostatic or otherwise, of any and all
4		documents filed in the Office of the Secretary of State in
5		accordance with the provisions of this Act, when certified by
6		the Secretary of State under the Great Seal of the State of
7		Illinois, shall be taken and received in all courts, public
8		offices and official bodies as prima facie evidence of the
9		facts therein stated.
10		(b) Certificates by the Secretary of State under the Great
11		Seal of the State of Illinois as to the existence or
12		nonexistence of facts relating to limited partnerships, or
13		foreign limited partnerships, which would not appear from a
14		certified copy of any document, shall be taken and received in
15		all courts, public offices and official bodies as prima facie
16		evidence of the existence or nonexistence of the facts therein
17		stated.

18		Section 1305. Federal Employers Identification Number. All
19		documents required by this Act to be filed in the Office of the
20		Secretary of State shall contain the Federal Employers
21		Identification Number of the limited partnership or foreign
22		limited partnership with respect to which the document is
23		filed, unless the partnership has not obtained a Federal
24		Employer Identification Number at the time of filing. In the
25		event a limited partnership or foreign limited partnership does
26		not have a Federal Employer Identification Number at the time
27		of such filing, such a number shall be obtained on behalf of
28		such partnership and shall be given to the Secretary of State
29		within 180 days after filing its initial document with the
30		Secretary of State.

31		Section 1306. Forms. All documents required by this Act to
32		be filed in the Office of the Secretary of State shall be made
33		on or accompanied by forms which shall be prescribed and

1		furnished by the Secretary of State.

2		Section 1307. File number. All documents required by this
3		Act to be filed in the Office of the Secretary of State, with
4		the exception of each domestic or foreign limited partnership's
5		initial filing, shall contain the limited partnership's file
6		number as assigned by the Office of the Secretary of State.

7		Section 1308. Department of Business Services Special
8		Operations Fund.
9		(a) A special fund in the State Treasury is created and
10		shall be known as the Department of Business Services Special
11		Operations Fund. Moneys deposited into the Fund shall, subject
12		to appropriation, be used by the Department of Business
13		Services of the Office of the Secretary of State, hereinafter
14		"Department", to create and maintain the capability to perform
15		expedited services in response to special requests made by the
16		public for same day or 24 hour service. Moneys deposited into
17		the Fund shall be used for, but not limited to, expenditures
18		for personal services, retirement, social security contractual
19		services, equipment, electronic data processing, and
20		telecommunications.
21		(b) The balance in the Fund at the end of any fiscal year
22		shall not exceed $600,000 and any amount in excess thereof
23		shall be transferred to the General Revenue Fund.
24		(c) All fees payable to the Secretary of State under this
25		Section shall be deposited into the Fund. No other fees or
26		charges collected under this Act shall be deposited into the
27		Fund.
28		(d) "Expedited services" means services rendered within
29		the same day, or within 24 hours from the time the request
30		therefor is submitted by the filer, law firm, service company,
31		or messenger physically in person, or at the Secretary of
32		State's discretion, by electronic means, to the Department's
33		Springfield Office or Chicago Office and includes requests for
34		certified copies, photocopies, and certificates of existence

1		or abstracts of computer record made to the Department's
2		Springfield Office in person or by telephone, or requests for
3		certificates of existence or abstracts of computer record made
4		in person or by telephone to the Department's Chicago Office.
5		(e) Fees for expedited services shall be as follows:
6		Merger or conversion, $200;
7		Certificate of limited partnership, $100;
8		Certificate of amendment, $100;
9		Reinstatement, $100;
10		Application for admission to transact business, $100;
11		Certificate of cancellation of admission, $100;
12		Certificate of existence or abstract of computer
13		record, $20.
14		All other filings, copies of documents, annual renewal
15		reports, and copies of documents of canceled limited
16		partnerships, $50.

17		Section 1309. Judicial review under the Administrative
18		Review Law.
19		(a) If the Secretary of State shall fail to approve
20		documents as conforming to the law and file any document
21		required by this Act to be approved by the Secretary of State
22		before the same shall be filed in his or her business office,
23		the Secretary shall, within 10 business days after the delivery
24		thereof to him or her, give written notice of his or her
25		disapproval to the person or partnership delivering the same,
26		specifying the reasons therefor. The decision of the Secretary
27		of State is subject to judicial review under the Administrative
28		Review Law, as now or hereafter amended.
29		(b) Appeals may be taken from all final orders and
30		judgments entered by the circuit court under this Section in
31		review of any ruling or decision of the Secretary of State as
32		in other civil actions by either party to the proceeding.

33		Section 1310. Illinois Administrative Procedure Act. The
34		Illinois Administrative Procedure Act is hereby expressly

1		adopted and incorporated herein as if all of the provisions of
2		that Act were included in this Act, except that the provision
3		of subsection (d) of Section 10-65 of the Illinois
4		Administrative Procedure Act that provides that at hearing the
5		licensee has the right to show compliance with all lawful
6		requirements for retention, continuation or renewal of the
7		license is specifically excluded. For the purposes of this Act
8		the notice required under Section 10-25 of the Illinois
9		Administrative Procedure Act is deemed sufficient when mailed
10		to the last known address of a party.

ARTICLE 14 REPEAL AND EFFECTIVE DATE

13		(805 ILCS 210/Act rep.)
14		Section 1401. Repeal. Effective January 1, 2008, the
15		following Act is repealed: the Revised Uniform Limited
16		Partnership Act as amended and in effect immediately before the
17		effective date of this Act.

Section 1402. Effective date. This Act takes effect January 1, 2005.