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1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Uniform Partnership Act (1997) is amended by
5changing Section 108 and by adding Sections 105.5, 1004, and
61209 as follows:
 
7    (805 ILCS 206/105.5 new)
8    Sec. 105.5. Electronic filing. Documents or reports
9transmitted for filing electronically must include the name of
10the person making the submission. The inclusion shall
11constitute the affirmation or acknowledgement of the person,
12under penalties of perjury, that the instrument is his or her
13act and deed or the act and deed of the limited liability
14partnership, as the case may be, and that the facts stated
15therein are true. Compliance with this Section shall satisfy
16the signature provisions of Section 105 of this Act, which
17shall otherwise apply.
 
18    (805 ILCS 206/108)
19    Sec. 108. Fees.
20    (a) The Secretary of State shall charge and collect in
21accordance with the provisions of this Act and rules
22promulgated under its authority:

 

 

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1        (1) fees for filing documents;
2        (2) miscellaneous charges; and
3        (3) fees for the sale of lists of filings, and for
4    copies of any documents, and the sale or release of any
5    information.
6    (b) The Secretary of State shall charge and collect:
7        (1) for furnishing a copy or certified copy of any
8    document, instrument, or paper relating to a registered
9    limited liability partnership, $1 per page, but not less
10    than $25, and $25 for the certificate and for affixing the
11    seal to the certificate;
12        (2) for the transfer of information by computer process
13    media to any purchaser, fees established by rule;
14        (3) for filing a statement of partnership authority,
15    $25;
16        (4) for filing a statement of denial, $25;
17        (5) for filing a statement of dissociation, $25;
18        (6) for filing a statement of dissolution, $100;
19        (7) for filing a statement of merger, $100;
20        (8) for filing a statement of qualification for a
21    limited liability partnership organized under the laws of
22    this State, $100 for each partner, but in no event shall
23    the fee be less than $200 or exceed $5,000;
24        (9) for filing a statement of foreign qualification,
25    $500;
26        (10) for filing a renewal statement for a limited

 

 

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1    liability partnership organized under the laws of this
2    State, $100 for each partner, but in no event shall the fee
3    be less than $200 or exceed $5,000;
4        (11) for filing a renewal statement for a foreign
5    limited liability partnership, $300.
6        (12) for filing an amendment or cancellation of a
7    statement, $25 plus $100 for each new partner added to a
8    limited liability partnership organized under the laws of
9    this State, but in no event shall the fee exceed $5,000;
10        (13) for filing a statement of withdrawal, $100;
11        (14) for the purposes of changing the registered agent
12    name or registered office, or both, $25; .
13        (15) for filing an application for reinstatement,
14    $200;
15        (16) for filing any other document, $25.
16    (c) Except as provided in Section 1209, all All fees
17collected pursuant to this Act shall be deposited into the
18Division of Corporations Limited Liability Partnership Fund.
19    (d) There is hereby continued in the State treasury a
20special fund to be known as the Division of Corporations
21Limited Liability Partnership Fund. Moneys deposited into the
22Fund shall, subject to appropriation, be used by the Business
23Services Division of the Office of the Secretary of State to
24administer the responsibilities of the Secretary of State under
25this Act. The balance of the Fund at the end of any fiscal year
26shall not exceed $200,000, and any amount in excess thereof

 

 

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1shall be transferred to the General Revenue Fund.
2(Source: P.A. 92-740, eff. 1-1-03.)
 
3    (805 ILCS 206/1004 new)
4    Sec. 1004. Reinstatement of limited liability partnership
5status.
6    (a) A partnership whose status as a limited liability
7partnership or foreign limited liability partnership has
8expired as a result of the failure to file a renewal report
9required by Section 1003 may reinstate such status as a limited
10liability partnership or foreign limited liability partnership
11upon:
12        (1) the filing with the Secretary of State of an
13    application for reinstatement;
14        (2) the filing with the Secretary of State of all
15    reports then due and becoming due; and
16        (3) the payment to the Secretary of State of all fees
17    then due and becoming due.
18    (b) The application for reinstatement shall be executed and
19filed in duplicate in accordance with Section 105 and shall set
20forth all of the following:
21        (1) the name of the limited liability partnership at
22    the time of expiration;
23        (2) the date of expiration; and
24        (3) the name and address of the agent for service of
25    process; provided that any change to either the agent for

 

 

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1    service of process or the address of the agent for service
2    of process is properly reported.
3    (c) When a partnership whose status as a limited liability
4partnership or foreign limited liability partnership has
5expired has complied with the provisions of this Section, the
6Secretary of State shall file the application for
7reinstatement.
8    (d) Upon filing of the application for reinstatement: (i)
9status as a limited liability partnership or foreign limited
10liability partnership shall be deemed to have continued without
11interruption from the date of expiration and shall stand
12revived with the powers, duties, and obligations as if it had
13not expired, and (ii) all acts and proceedings of its partners,
14acting or purporting to act in that capacity, that would have
15been legal and valid but for the expiration, shall stand
16ratified and confirmed.
 
17    (805 ILCS 206/1209 new)
18    Sec. 1209. Expedited services.
19    (a) All fees payable to the Secretary of State for
20expedited services under this Section shall be deposited into
21the Business Services Special Operations Fund. No other fees or
22charges collected under this Act shall be deposited into the
23Business Services Special Operations Fund.
24    (b) For the purposes of this Section, "expedited services"
25means services rendered within the same day, or within 24 hours

 

 

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1from the time request therefor is submitted by the filer, law
2firm, service company, or messenger physically in person, or at
3the Secretary of State's discretion, by electronic means, to
4the Secretary of State's Springfield Office and includes
5requests for certified copies, photocopies, and certificates
6of existence or abstracts of computer record made to the
7Secretary of State's Springfield Office in person or by
8telephone, or requests for certificates of existence or
9abstracts of computer record made in person or by telephone to
10the Secretary of State's Chicago Office.
11    (c) Fees for expedited services shall be as follows:
12        (1) for a merger or conversion, $200;
13        (2) for a statement of qualification as a limited
14    liability partnership, $100;
15        (3) for an amendment, $100;
16        (4) for the reinstatement of limited liability
17    partnership status, $100;
18        (5) for a statement of foreign qualification, $100;
19        (6) for a certificate of existence or abstract of
20    computer record, $20; and
21        (7) for all other filings, copies of documents, renewal
22    statements, and copies of documents of withdrawn limited
23    partnerships, $50.
 
24    Section 10. The Uniform Limited Partnership Act (2001) is
25amended by changing Sections 108.5, 114, 116, 117, 202, 206,

 

 

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1209, 210, 809, 810, 906, 1302, 1305, and 1308 and by adding
2Sections 204.5, 902.5, and 906.5 as follows:
 
3    (805 ILCS 215/108.5)
4    Sec. 108.5. Assumed name.
5    (a) A limited partnership or a foreign limited partnership
6admitted to transact business in this State may elect to adopt
7an assumed name that complies with the requirements of Section
8108 of this Act except the requirement that the name contain
9the words "limited partnership", "limited liability limited
10partnership", or the abbreviation "L.P.", "LP", "LLLP" or
11"L.L.L.P."
12    (b) As used in this Act, "assumed name" means any name
13other than the true name of a limited partnership or the name
14under which a foreign limited partnership is admitted to
15transact business in this State, except that the following do
16not constitute the use of an assumed name under this Act:
17        (1) The identification by a limited partnership or
18    foreign limited partnership of its business with a
19    trademark or service mark of which it is the owner or
20    licensed user.
21        (2) The use of a name of a division, not constituting a
22    separate limited partnership and not containing the words
23    "limited partnership" or an abbreviation of those words,
24    provided that the limited partnership also clearly
25    discloses its true name.

 

 

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1    (c) Before transacting any business in this State under an
2assumed name or names, the limited partnership or foreign
3limited partnership shall, for each assumed name, execute and
4file in accordance with Section 108 or 204 of this Act, as
5applicable, an application setting forth:
6        (1) the true name of the limited partnership or the
7    name under which the foreign limited partnership is
8    admitted to transact business in this State;
9        (2) the State or other jurisdiction under the laws of
10    which it is formed;
11        (3) that it intends to transact business under an
12    assumed name; and
13        (4) the assumed name which it proposes to use.
14    (d) The right to use an assumed name shall be effective
15from the date of filing by the Secretary of State until the
16first day of the anniversary month of the limited partnership
17or foreign limited partnership that falls within the next
18calendar year evenly divisible by 5, however, if an application
19is filed within the 2 3 months immediately preceding the
20anniversary month of a limited partnership or foreign limited
21partnership that falls within a calendar year evenly divisible
22by 5, the right to use the assumed name shall be effective
23until the first day of the anniversary month of the limited
24partnership or foreign limited partnership that falls within
25the next succeeding year evenly divisible by 5.
26    (e) A limited partnership or foreign limited partnership

 

 

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

 

 

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1the Secretary of State:
2        (1) if the limited partnership or foreign limited
3    partnership fails to renew an assumed name;
4        (2) if the limited partnership or foreign limited
5    partnership has filed an application to change or cancel an
6    assumed name;
7        (3) if a limited partnership's certificate of limited
8    partnership or certificate to be governed by this Act has
9    been cancelled;
10        (4) if a foreign limited partnership's application for
11    admission to transact business has been cancelled.
12    (i) Any limited partnership or foreign limited partnership
13carrying on, conducting or transacting business under an
14assumed name which shall fail to comply with the provisions of
15this Section shall be subject to the penalty provisions in
16Section 5 of "An Act in relation to the use of an assumed name
17in the conduct or transaction of business in this State",
18approved July 17, 1941, as amended.
19    (j) A foreign limited partnership that applies for and
20receives a certificate of authority under Section 905, is
21deemed to have complied with this Section in full.
22(Source: P.A. 93-967, eff. 1-1-05.)
 
23    (805 ILCS 215/114)
24    Sec. 114. Office and agent for service of process.
25    (a) A limited partnership shall designate and continuously

 

 

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1maintain 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
6continuously maintain in this State an agent for service of
7process.
8    (c) An agent for service of process of a limited
9partnership or foreign limited partnership must be an
10individual who is a resident of this State or other person
11authorized to do business in this State.
12    (d) If a limited partnership or foreign limited partnership
13fails to designate and continuously maintain an agent for
14service of process, the Secretary of State shall:
15        (1) declare any limited partnership or foreign limited
16    partnership to be delinquent and not in good standing; and
17        (2) not file any additional documents, amendments,
18    reports, or other papers relating to the limited
19    partnership or foreign limited partnership organized under
20    or subject to the provisions of this Act until the
21    delinquency is satisfied.
22    (e) If a limited partnership or foreign limited partnership
23fails to designate and continuously maintain an agent for
24service of process, the Secretary of State may show the limited
25partnership or foreign limited partnership as not in good
26standing in response to inquiries received from any party

 

 

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1regarding a limited partnership that is delinquent.
2(Source: P.A. 95-368, eff. 8-23-07.)
 
3    (805 ILCS 215/116)
4    Sec. 116. Resignation of agent for service of process.
5    (a) The agent for service of process may at any time resign
6by filing in the Office of the Secretary of State written
7notice thereof and by mailing a copy thereof to the limited
8partnership or foreign limited partnership at its designated
9office and another copy to the principal office if the address
10of the office appears in the records of the Secretary of State
11and is different from the address of the designated office. The
12notice must be mailed at least 10 days before the date of
13filing thereof with the Secretary of State. The notice shall be
14executed by the agent for service of process. The notice shall
15set forth all of the following:
16        (1) the name of the limited partnership for which the
17    agent for service of process is acting;
18        (2) the name of the agent for service of process;
19        (3) the address, including street, number, and city of
20    the limited partnership's then address of its agent for
21    service of process in this State;
22        (4) that the agent for service of process resigns;
23        (5) the effective date of the resignation, which shall
24    not be sooner than 30 days after the date of filing;
25        (6) the address of the designated office of the limited

 

 

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1    partnership as it is known to the registered agent; and
2        (7) a statement that a copy of the notice has been sent
3    by registered or certified mail to the designated office of
4    the limited partnership within the time and in the manner
5    prescribed by this Section.
6    (b) A new agent for service of process must be placed on
7record within 60 days after an agent's notice of resignation
8under this Section.
9    (a) In order to resign as an agent for service of process
10of a limited partnership or foreign limited partnership, the
11agent must deliver to the Secretary of State for filing a
12statement of resignation containing the name of the limited
13partnership or foreign limited partnership.
14    (b) After receiving a statement of resignation, the
15Secretary of State shall file it and mail a copy to the
16designated office of the limited partnership or foreign limited
17partnership and another copy to the principal office if the
18address of the office appears in the records of the Secretary
19of State and is different from the address of the designated
20office.
21    (c) An agency for service of process is terminated on the
2231st day after the Secretary of State files the statement of
23resignation.
24(Source: P.A. 93-967, eff. 1-1-05.)
 
25    (805 ILCS 215/117)

 

 

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1    Sec. 117. Service of process.
2    (a) An agent for service of process appointed by a limited
3partnership or foreign limited partnership is an agent of the
4limited partnership or foreign limited partnership for service
5of any process, notice, or demand required or permitted by law
6to be served upon the limited partnership or foreign limited
7partnership.
8    (b) If a limited partnership or foreign limited partnership
9does not appoint or maintain an agent for service of process in
10this State or the agent for service of process cannot with
11reasonable diligence be found at the agent's address, the
12Secretary of State is an agent of the limited partnership or
13foreign limited partnership upon whom process, notice, or
14demand may be served.
15    (c) Service under subsection (b) shall be made by the
16person instituting the action by doing all of the following:
17        (1) serving on the Secretary of State, or on any
18    employee having responsibility for administering this Act,
19    a copy of the process, notice, or demand, together with any
20    papers required by law to be delivered in connection with
21    service and paying the fee prescribed by Section 1302 of
22    this Act;
23        (2) transmitting notice of the service on the Secretary
24    of State and a copy of the process, notice, or demand and
25    accompanying papers to the limited partnership being
26    served, by registered or certified mail:

 

 

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1            (A) at the last address of the agent for service of
2        process for the limited partnership or foreign limited
3        partnership shown by the records on file in the Office
4        of the Secretary of State; and
5            (B) at the address the use of which the person
6        instituting the action, suit or proceeding knows or, on
7        the basis of reasonable inquiry, has reason to believe,
8        is most likely to result in actual notice.
9        (3) attaching an affidavit of compliance with this
10    Section, in substantially the form that the Secretary of
11    State may by rule or regulation prescribe, to the process,
12    notice, or demand.
13    (c) Service of any process, notice, or demand on the
14Secretary of State may be made by delivering to and leaving
15with the Secretary of State duplicate copies of the process,
16notice, or demand. If a process, notice, or demand is served on
17the Secretary of State, the Secretary of State shall forward
18one of the copies by registered or certified mail, return
19receipt requested, to the limited partnership or foreign
20limited partnership at its designated office. An affidavit of
21compliance with this Section, in substantially the form that
22the Secretary of State may prescribe by rule, shall be attached
23to the process, notice, or demand.
24    (d) Service is effected under subsection (c) at the
25earliest of:
26        (1) the date the limited partnership or foreign limited

 

 

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1    partnership receives the process, notice, or demand;
2        (2) the date shown on the return receipt, if signed on
3    behalf of the limited partnership or foreign limited
4    partnership; or
5        (3) five days after the process, notice, or demand is
6    deposited in the mail, if mailed postpaid and correctly
7    addressed.
8    (e) The Secretary of State shall keep a record of each
9process, notice, and demand served pursuant to this Section and
10record the time of, and the action taken regarding, the
11service.
12    (f) This Section does not affect the right to serve
13process, notice, or demand in any other manner provided by law.
14(Source: P.A. 95-368, eff. 8-23-07.)
 
15    (805 ILCS 215/202)
16    Sec. 202. Amendment or restatement of certification.
17    (a) In order to amend its certificate of limited
18partnership, a limited partnership must deliver to the
19Secretary of State for filing an amendment or, pursuant to
20Article 11, articles of merger stating:
21        (1) the name of the limited partnership;
22        (2) the date of filing of its initial certificate; and
23        (3) the changes the amendment makes to the certificate
24    as most recently amended or restated.
25    (b) A limited partnership shall promptly deliver to the

 

 

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1Secretary of State for filing an amendment to a certificate of
2limited partnership to reflect:
3        (1) the admission of a new general partner;
4        (2) the dissociation of a person as a general partner;
5    or
6        (3) the appointment of a person to wind up the limited
7    partnership's activities under Section 803(c) or (d).
8    (c) A general partner that knows that any information in a
9filed certificate of limited partnership was false when the
10certificate was filed or has become false due to changed
11circumstances shall promptly:
12        (1) cause the certificate to be amended; or
13        (2) if appropriate, deliver to the Secretary of State
14    for filing a statement of change pursuant to Section 115 or
15    a statement of correction pursuant to Section 207.
16    (d) Except as provided in Section 210, a A certificate of
17limited partnership may be amended at any time for any other
18proper purpose as determined by the limited partnership.
19    (e) A restated certificate of limited partnership may be
20delivered to the Secretary of State for filing in the same
21manner as an amendment. A restated certificate of limited
22partnership shall supersede the original certificate of
23limited partnership and all amendments thereto prior to the
24effective date of filing the restated certificate of limited
25partnership.
26    (f) Subject to Section 206(c), an amendment or restated

 

 

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1certificate is effective when filed by the Secretary of State.
2(Source: P.A. 93-967, eff. 1-1-05.)
 
3    (805 ILCS 215/204.5 new)
4    Sec. 204.5. Electronic filing. Documents or reports
5transmitted for filing electronically must include the name of
6the person making the submission. The inclusion shall
7constitute the affirmation or acknowledgement of the person,
8under penalties of perjury, that the instrument is his or her
9act and deed or the act and deed of the limited partnership, as
10the case may be, and that the facts stated therein are true.
11Compliance with this Section shall satisfy the signature
12provisions of Section 204 of this Act, which shall otherwise
13apply.
 
14    (805 ILCS 215/206)
15    Sec. 206. Delivery to and filing of records by Secretary of
16State; effective time and date.
17    (a) A record authorized or required to be delivered to the
18Secretary of State for filing under this Act must be captioned
19to describe the record's purpose, be in a medium permitted by
20the Secretary of State, and be delivered to the Secretary of
21State. Unless the Secretary of State determines that a record
22does not comply with the filing requirements of this Act, and
23if all filing fees have been paid, the Secretary of State shall
24file the record and:

 

 

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1        (1) for a statement of dissociation, send:
2            (A) a copy of the filed statement and a receipt for
3        the fees to the person which the statement indicates
4        has dissociated as a general partner; and
5            (B) a copy of the filed statement and receipt to
6        the limited partnership;
7        (2) for a statement of withdrawal, send:
8            (A) a copy of the filed statement and a receipt for
9        the fees to the person on whose behalf the record was
10        filed; and
11            (B) if the statement refers to an existing limited
12        partnership, a copy of the filed statement and receipt
13        to the limited partnership; and
14        (3) for all other records except annual reports filed
15    pursuant to Section 210, send a copy of the filed record
16    and a receipt for the fees to the person on whose behalf
17    the record was filed.
18    (b) Upon request and payment of a fee, the Secretary of
19State shall send to the requester a certified copy of the
20requested record.
21    (c) Except as otherwise provided in Sections 116 and 207, a
22record delivered to the Secretary of State for filing under
23this Act may specify an effective time and a delayed effective
24date. Except as otherwise provided in this Act, a record filed
25by the Secretary of State is effective:
26        (1) if the record does not specify an effective time

 

 

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1    and does not specify a delayed effective date, on the date
2    and at the time the record is filed as evidenced by the
3    Secretary of State's endorsement of the date and time on
4    the record;
5        (2) if the record specifies an effective time but not a
6    delayed effective date, on the date the record is filed at
7    the time specified in the record;
8        (3) if the record specifies a delayed effective date
9    but not an effective time, at 12:01 a.m. on the earlier of:
10            (A) the specified date; or
11            (B) the 90th day after the record is filed; or
12        (4) if the record specifies an effective time and a
13    delayed effective date, at the specified time on the
14    earlier of:
15            (A) the specified date; or
16            (B) the 90th day after the record is filed.
17(Source: P.A. 93-967, eff. 1-1-05.)
 
18    (805 ILCS 215/209)
19    Sec. 209. Certificate of existence or authorization.
20    (a) The Secretary of State, upon request and payment of the
21requisite fee, shall furnish a certificate of existence for a
22limited partnership if the records filed in the Office of the
23Secretary of State show that the Secretary of State has filed a
24certificate of limited partnership, has not filed a declaration
25of dissolution, and has not filed a statement of termination. A

 

 

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

 

 

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1State has filed a certificate of authority, has not revoked the
2certificate of authority, and has not filed a notice of
3cancellation. A certificate of authorization must state:
4        (1) the foreign limited partnership's name and any
5    alternate name adopted under Section 905(a) for use in this
6    State;
7        (2) that it is authorized to transact business in this
8    State;
9        (3) whether all fees, taxes, and penalties due to the
10    Secretary of State under this Act or other law have been
11    paid;
12        (4) whether the foreign limited partnership's most
13    recent annual report required by Section 210 has been filed
14    by the Secretary of State;
15        (5) that the Secretary of State has not revoked its
16    certificate of authority and has not filed a notice of
17    cancellation; and
18        (6) other facts of record in the Office of the
19    Secretary of State which may be requested by the applicant.
20    (c) Subject to any qualification stated in the certificate,
21a certificate of existence or authorization issued by the
22Secretary of State may be relied upon as conclusive evidence
23that the limited partnership or foreign limited partnership is
24in existence or is authorized to transact business in this
25State.
26(Source: P.A. 93-967, eff. 1-1-05.)
 

 

 

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1    (805 ILCS 215/210)
2    Sec. 210. Annual report for Secretary of State.
3    (a) A limited partnership or a foreign limited partnership
4authorized to transact business in this State shall deliver to
5the Secretary of State for filing an annual report that states:
6        (1) the name of the limited partnership or foreign
7    limited partnership;
8        (2) the street and mailing address of its designated
9    office and the name and street and mailing address of its
10    agent for service of process in this State;
11        (3) in the case of a limited partnership, the street
12    and mailing address of its principal office;
13        (4) in the case of a foreign limited partnership, the
14    State or other jurisdiction under whose law the foreign
15    limited partnership is formed and any alternate name
16    adopted under Section 905(a);
17        (5) Additional information that may be necessary or
18    appropriate in order to enable the Secretary of State to
19    administer this Act and to verify the proper amount of fees
20    payable by the limited partnership; and
21        (6) The annual report shall be made on forms prescribed
22    and furnished by the Secretary of State, and the
23    information therein, required by paragraphs (1) through
24    (4) of subsection (a), both inclusive, shall be given as of
25    the date of signing of the annual report. The annual report

 

 

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

 

 

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1shall:
2        (1) declare any limited partnership or foreign limited
3    partnership to be delinquent and not in good standing; and
4        (2) not file any additional documents, amendments,
5    reports, or other papers relating to the limited
6    partnership or foreign limited partnership organized under
7    or subject to the provisions of this Act until the
8    delinquency is satisfied.
9    (e) If a limited partnership or foreign limited partnership
10fails to file its annual report and pay the requisite fee as
11required by this Act before the first day of the anniversary
12month in the year in which it is due, the Secretary of State
13shall: may show the limited partnership or foreign limited
14partnership as not in good standing in response to inquiries
15received from any party regarding a limited partnership that is
16delinquent.
17        (1) declare any limited partnership or foreign limited
18    partnership to be delinquent and not in good standing; and
19        (2) not file any additional documents, amendments,
20    reports, or other papers relating to the limited
21    partnership or foreign limited partnership organized under
22    or subject to the provisions of this Act until the
23    delinquency is satisfied.
24    (f) A limited partnership or foreign limited partnership
25that fails to file its annual report and pay the requisite fee
26as required by this Act within 60 days of the date on which the

 

 

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1report is due is subject to a penalty of $100.
2(Source: P.A. 95-368, eff. 8-23-07.)
 
3    (805 ILCS 215/809)
4    Sec. 809. Administrative dissolution.
5    (a) The Secretary of State may dissolve a limited
6partnership administratively if the limited partnership does
7not, within 60 days after the due date:
8        (1) pay any fee, tax, or penalty due to the Secretary
9    of State under this Act or other law; or
10        (2) file deliver its annual report with to the
11    Secretary of State; or .
12        (3) appoint and maintain an agent for service of
13    process in Illinois after a registered agent's notice of
14    resignation under Section 116.
15    (b) If the Secretary of State determines that a ground
16exists for administratively dissolving a limited partnership,
17the Secretary of State shall file a record of the determination
18and serve the limited partnership with a copy of the filed
19record.
20    (c) If within 60 days after service of the copy of the
21record of determination the limited partnership does not
22correct each ground for dissolution or demonstrate to the
23reasonable satisfaction of the Secretary of State that each
24ground determined by the Secretary of State does not exist, the
25Secretary of State shall administratively dissolve the limited

 

 

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1partnership by preparing, signing and filing a declaration of
2dissolution that states the grounds for dissolution. The
3Secretary of State shall serve the limited partnership with a
4copy of the filed declaration.
5    (d) A limited partnership administratively dissolved
6continues its existence but may carry on only activities
7necessary to wind up its activities and liquidate its assets
8under Sections 803 and 812 and to notify claimants under
9Sections 806 and 807.
10    (e) The administrative dissolution of a limited
11partnership does not terminate the authority of its agent for
12service of process.
13(Source: P.A. 93-967, eff. 1-1-05.)
 
14    (805 ILCS 215/810)
15    Sec. 810. Reinstatement following administrative
16dissolution.
17    (a) A limited partnership that has been administratively
18dissolved under Section 809 may be reinstated by the Secretary
19of State following the date of dissolution upon:
20        (1) the filing of an application for reinstatement;
21        (2) the filing with the Secretary of State of all
22    reports then due and becoming due; and
23        (3) the payment to the Secretary of State of all fees
24    and penalties then due and becoming due.
25    (b) The application for reinstatement shall be executed and

 

 

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1filed in duplicate in accordance with Section 204 and shall set
2forth all of the following:
3        (1) the name of the limited partnership at the time of
4    dissolution;
5        (2) the date of dissolution;
6        (3) the agent for service of process and the address of
7    the agent for service of process; provided that any change
8    to either the agent for service of process or the address
9    of the agent for service of process is properly reported
10    under Section 115.
11    (c) When a limited partnership that has been
12administratively dissolved has complied with the provisions of
13this Section, the Secretary of State shall file the application
14for reinstatement.
15    (d) Upon filing of the application for reinstatement: (i)
16the limited partnership shall be deemed to have continued
17without interruption from the date of dissolution and shall
18stand revived with the powers, duties, and obligations as if it
19had not been dissolved, and (ii) all acts and proceedings of
20its partners, acting or purporting to act in that capacity,
21that would have been legal and valid but for the dissolution,
22shall stand ratified and confirmed.
23    (a) A limited partnership that has been administratively
24dissolved may apply to the Secretary of State for reinstatement
25after the effective date of dissolution. The application must
26be delivered to the Secretary of State for filing and state:

 

 

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1        (1) the name of the limited partnership and the
2    effective date of its administrative dissolution;
3        (2) that the grounds for dissolution either did not
4    exist or have been eliminated; and
5        (3) that the limited partnership's name satisfies the
6    requirements of Section 108.
7    (b) If the Secretary of State determines that an
8application contains the information required by subsection
9(a) and that the information is correct, the Secretary of State
10shall prepare a declaration of reinstatement that states this
11determination, sign, and file the original of the declaration
12of reinstatement, and serve the limited partnership with a
13copy.
14    (c) When reinstatement becomes effective, it relates back
15to and takes effect as of the effective date of the
16administrative dissolution and the limited partnership may
17resume its activities as if the administrative dissolution had
18never occurred.
19(Source: P.A. 93-967, eff. 1-1-05.)
 
20    (805 ILCS 215/902.5 new)
21    Sec. 902.5. Amended application for certificate of
22authority.
23    (a) In order to amend its application for certificate of
24authority, a foreign limited partnership must deliver to the
25Secretary of State for filing an amended application for

 

 

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1certificate of authority stating:
2        (1) the name of the foreign limited partnership and, if
3    the name does not comply with Section 108, an alternate
4    name adopted pursuant to Section 905 (a);
5        (2) the date of filing the application for certificate
6    of authority; and
7        (3) the amendment to the application for certificate of
8    authority.
9    (b) A foreign limited partnership shall promptly deliver to
10the Secretary of State for filing an amended application for
11certificate of authority to reflect:
12        (1) the admission of a new general partner; or
13        (2) the withdrawal of a person as a general partner.
14    (c) A general partner who becomes aware that any statement
15in the application for certificate of authority was false when
16made or that any statement or facts therein have changed shall
17promptly:
18        (1) cause the certificate to be amended; or
19        (2) if appropriate, deliver to the Secretary of State
20    for filing a statement of change pursuant to Section 115 or
21    a statement of correction pursuant to Section 207.
22    (d) Except as provided in Section 210, an application for
23certificate of authority may be amended at any time for any
24other proper purpose as determined by the limited partnership.
 
25    (805 ILCS 215/906)

 

 

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1    Sec. 906. Revocation of certificate of authority.
2    (a) A certificate of authority of a foreign limited
3partnership to transact business in this State may be revoked
4by the Secretary of State in the manner provided in subsections
5(b) and (c) if the foreign limited partnership does not:
6        (1) pay, within 60 days after the due date, any fee,
7    tax or penalty due to the Secretary of State under this Act
8    or other law;
9        (2) file deliver, within 60 days after the due date,
10    its annual report required under Section 210;
11        (3) appoint and maintain an agent for service of
12    process in Illinois within 60 days after a registered
13    agent's notice of resignation under Section 116 as required
14    by Section 114(b); or
15        (4) renew its alternate assumed name, or to apply to
16    change its alternate assumed name under this Act, when the
17    limited partnership may only transact business within this
18    State under its alternate assumed name deliver for filing a
19    statement of a change under Section 115 within 30 days
20    after a change has occurred in the name or address of the
21    agent.
22    (b) If the Secretary of State determines that a ground
23exists for revoking the certificate of authority of a foreign
24limited partnership, the Secretary of State shall file a record
25of the determination and serve the foreign limited partnership
26with a copy of the filed record.

 

 

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1    (c) If within 60 days after service of the copy of the
2record of determination the foreign limited partnership does
3not correct each ground for revocation or demonstrate to the
4reasonable satisfaction of the Secretary of State that each
5ground determined by the Secretary of State does not exist, the
6Secretary of State shall revoke the certificate of authority of
7the foreign limited partnership by preparing, signing and
8filing a declaration of revocation that states the grounds for
9the revocation. The Secretary of State shall serve the foreign
10limited partnership with a copy of the filed declaration.
11    (d) The authority of a foreign limited partnership to
12transact business in this State ceases on the date of
13revocation.
14    (b) In order to revoke a certificate of authority, the
15Secretary of State must prepare, sign, and file a notice of
16revocation and send a copy to the foreign limited partnership's
17agent for service of process in this State, or if the foreign
18limited partnership does not appoint and maintain a proper
19agent in this State, to the foreign limited partnership's
20designated office. The notice must state:
21        (1) the revocation's effective date, which must be at
22    least 60 days after the date the Secretary of State sends
23    the copy; and
24        (2) the foreign limited partnership's failures to
25    comply with subsection (a) which are the reason for the
26    revocation.

 

 

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1    (c) The authority of the foreign limited partnership to
2transact business in this State ceases on the effective date of
3the notice of revocation unless before that date the foreign
4limited partnership cures each failure to comply with
5subsection (a) stated in the notice. If the foreign limited
6partnership cures the failures, the Secretary of State shall so
7indicate on the filed notice.
8(Source: P.A. 93-967, eff. 1-1-05.)
 
9    (805 ILCS 215/906.5 new)
10    Sec. 906.5. Reinstatement following revocation.
11    (a) A foreign limited partnership that has had its
12certificate of authority revoked under Section 906 may be
13reinstated by the Secretary of State following the date of
14revocation upon:
15        (1) the filing of an application for reinstatement;
16        (2) the filing with the Secretary of State of all
17    reports then due and becoming due; and
18        (3) the payment to the Secretary of State of all fees
19    and penalties then due and becoming due.
20    (b) The application for reinstatement shall be executed and
21filed in duplicate in accordance with Section 204 and shall set
22forth all of the following:
23        (1) the name of the limited partnership at the time of
24    revocation;
25        (2) the date of revocation; and

 

 

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1        (3) the address, including street and number or rural
2    route number of the office required to be kept under
3    Section 114 and the agent for service of process at that
4    address; provided that any change to either the agent for
5    service of process or the address of the agent for service
6    of process is properly reported under Section 115.
7    (c) When a limited partnership whose certificate of
8authority has been revoked has complied with the provisions of
9this Section, the Secretary of State shall file the application
10for reinstatement.
11    (d) Upon filing of the application for reinstatement: (i)
12the certificate of authority of the limited partnership to
13transact business in this State shall be deemed to have
14continued without interruption from the date of revocation,
15(ii) the limited partnership shall stand revived with the
16powers, duties, and obligations as if its certificate of
17authority had not been revoked, and (iii) all acts and
18proceedings of its partners, acting or purporting to act in
19that capacity, that would have been legal and valid but for the
20revocation, shall stand ratified and confirmed.
 
21    (805 ILCS 215/1302)
22    Sec. 1302. Fees.
23    (a) The Secretary of State shall charge and collect in
24accordance with the provisions of this Act and rules
25promulgated pursuant to its authority:

 

 

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1        (1) fees for filing documents;
2        (2) miscellaneous charges;
3        (3) fees for the sale of lists of filings, and for
4    copies of any documents, and for the sale or release of any
5    information.
6    (b) The Secretary of State shall charge and collect for:
7        (1) filing a certificate certificates of limited
8    partnership (domestic), certificates of authority
9    admission (foreign), and restated certificates of limited
10    partnership (domestic), and restated certificates of
11    admission (foreign), $150;
12        (2) (blank) filing certificates to be governed by this
13    Act, $50;
14        (3) filing an amendments and or certificates of
15    amendment, $50;
16        (4) filing a statement certificates of cancellation or
17    notice of termination, $25;
18        (5) filing an application for use of an assumed name
19    under Section 108.5 of this Act, $150 for each year or part
20    thereof ending in 0 or 5, $120 for each year or part
21    thereof ending in 1 or 6, $90 for each year or part thereof
22    ending in 2 or 7, $60 for each year or part thereof ending
23    in 3 or 8, $30 for each year or part thereof ending in 4 or
24    9, and a renewal for each assumed name, $150;
25        (6) filing an annual report of a domestic or foreign
26    limited partnership, $100;

 

 

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1        (7) filing an application for reinstatement of a
2    domestic or foreign limited partnership, and for issuing a
3    certificate of reinstatement, $200;
4        (8) filing any other document, $50.
5    (c) The Secretary of State shall charge and collect:
6        (1) for furnishing a copy or certified copy of any
7    document, instrument or paper relating to a limited
8    partnership or foreign limited partnership, $25; and
9        (2) for the transfer of information by computer process
10    media to any purchaser, fees established by rule.
11(Source: P.A. 93-967, eff. 1-1-05.)
 
12    (805 ILCS 215/1308)
13    Sec. 1308. Department of Business Services Special
14Operations Fund.
15    (a) A special fund in the State Treasury is created and
16shall be known as the Department of Business Services Special
17Operations Fund. Moneys deposited into the Fund shall, subject
18to appropriation, be used by the Department of Business
19Services of the Office of the Secretary of State, hereinafter
20"Department", to create and maintain the capability to perform
21expedited services in response to special requests made by the
22public for same day or 24 hour service. Moneys deposited into
23the Fund shall be used for, but not limited to, expenditures
24for personal services, retirement, Social Security, social
25security contractual services, equipment, electronic data

 

 

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1processing, and telecommunications.
2    (b) The balance in the Fund at the end of any fiscal year
3shall not exceed $600,000 and any amount in excess thereof
4shall be transferred to the General Revenue Fund.
5    (c) All fees payable to the Secretary of State under this
6Section shall be deposited into the Fund. No other fees or
7charges collected under this Act shall be deposited into the
8Fund.
9    (d) "Expedited services" means services rendered within
10the same day, or within 24 hours from the time the request
11therefor is submitted by the filer, law firm, service company,
12or messenger physically in person, or at the Secretary of
13State's discretion, by electronic means, to the Department's
14Springfield Office or Chicago Office and includes requests for
15certified copies, photocopies, and certificates of existence
16or abstracts of computer record made to the Department's
17Springfield Office in person or by telephone, or requests for
18certificates of existence or abstracts of computer record made
19in person or by telephone to the Department's Chicago Office.
20    (e) Fees for expedited services shall be as follows:
21        Merger or conversion, $200;
22        Certificate of limited partnership, $100;
23        Certificate of amendment, $100;
24        Reinstatement, $100;
25        Application for admission to transact business, $100;
26        Certificate of cancellation of admission, $100;

 

 

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1        Certificate of existence or abstract of computer
2    record, $20.
3        All other filings, copies of documents, annual renewal
4    reports, and copies of documents of canceled limited
5    partnerships, $50.
6(Source: P.A. 93-967, eff. 1-1-05.)
 
7    (805 ILCS 215/1305 rep.)
8    Section 15. The Uniform Limited Partnership Act (2001) is
9amended by repealing Section 1305.
 
10    Section 99. Effective date. This Act takes effect July 1,
112011.

 

 

SB1691 Engrossed- 39 -LRB097 05260 AEK 45312 b

1 INDEX
2 Statutes amended in order of appearance
3    805 ILCS 206/105.5 new
4    805 ILCS 206/108
5    805 ILCS 206/1004 new
6    805 ILCS 206/1209 new
7    805 ILCS 215/108.5
8    805 ILCS 215/114
9    805 ILCS 215/116
10    805 ILCS 215/117
11    805 ILCS 215/202
12    805 ILCS 215/204.5 new
13    805 ILCS 215/206
14    805 ILCS 215/209
15    805 ILCS 215/210
16    805 ILCS 215/809
17    805 ILCS 215/810
18    805 ILCS 215/902.5 new
19    805 ILCS 215/906
20    805 ILCS 215/906.5 new
21    805 ILCS 215/1302
22    805 ILCS 215/1308
23    805 ILCS 215/1305 rep.