(805 ILCS 206/101)
Sec. 101. Definitions. In this Act:
(a) "Business" includes every trade, occupation, and profession.
(b) "Debtor in bankruptcy" means a person who is the subject of:
(1) an order for relief under Title 11 of the United |
| States Code or a comparable order under a successor statute of general application; or
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(2) a comparable order under federal, state, or
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| foreign law governing insolvency.
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(c) "Distribution" means a transfer of money or other property from a
partnership to a partner
in the partner's capacity as a partner or to the partner's transferee.
(d) "Foreign limited liability partnership" means a partnership that:
(1) is formed under laws other than the laws of this
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(2) has the status of a limited liability partnership
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(e) "Limited liability partnership" means a partnership that has filed a
statement of
qualification under Section 1001 and does not have a similar statement in
effect in any other
jurisdiction.
(f) "Partnership" means an association of 2 or more persons to carry on as
co-owners a
business for profit formed under Section 202 of this Act, predecessor law, or
comparable law of
another jurisdiction.
(g) "Partnership agreement" means the agreement, whether written, oral, or
implied, among
the partners concerning the partnership, including amendments to the
partnership agreement.
(h) "Partnership at will" means a partnership in which the partners have not
agreed to
remain partners until the expiration of a definite term or the completion of a
particular
undertaking.
(i) "Partnership interest" or "partner's interest in the partnership" means
all of a partner's
interests in the partnership, including the partner's transferable interest and
all management and
other rights.
(j) "Person" means an individual, corporation, limited liability company, business trust, estate,
trust, partnership,
association, joint venture, government, governmental subdivision, agency, or
instrumentality, or
any other legal or commercial entity.
(k) "Property" means all property, real, personal, or mixed, tangible or
intangible, or any
interest therein.
(l) "State" means a state of the United States, the District of Columbia,
the Commonwealth of
Puerto Rico, or any territory or insular possession subject to the jurisdiction
of the United States.
(m) "Statement" means a statement of partnership authority under Section 303
of this Act, a
statement of denial under Section 304, a statement of dissociation under
Section 704, a statement
of dissolution under Section 805, a statement of merger under Section 907 or
908, a statement
of qualification under Section 1001, a statement of withdrawal under Section
1001 or
1102, a statement
of foreign qualification under Section 1102, or an amendment or cancellation of
any of the
foregoing.
(n) "Transfer" includes an assignment, conveyance, lease, mortgage, deed,
and encumbrance.
(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 206/103)
Sec. 103.
Effect of partnership agreement;
nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), relations among the
partners and between
the partners and the partnership are governed by the partnership agreement. To
the extent the
partnership agreement does not otherwise provide, this Act governs relations
among the partners
and between the partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under Section 105 |
| except to eliminate the duty to provide copies of statements to all of the partners;
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(2) unreasonably restrict the right of access to
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| books and records under Section 403(b);
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(3) eliminate or reduce a partner's fiduciary duties,
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(i) identify specific types or categories of
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| activities that do not violate these duties, if not manifestly unreasonable; and
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(ii) specify the number or percentage of partners
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| that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties;
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(4) eliminate or reduce the obligation of good faith
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| and fair dealing under Section 404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
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(5) vary the power to dissociate as a partner under
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| Section 602(a), except to require the notice under Section 601(1) to be in writing;
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(6) vary the right of a court to expel a partner in
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| the events specified in Section 601(5);
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(7) vary the requirement to wind up the partnership
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| business in cases specified in Section 801(4), (5), or (6);
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(8) vary the law applicable to a limited liability
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| partnership under Section 106(b); or
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(9) restrict the rights of a person, other than a
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| partner and transferee of a partner's transferable interest under this Act.
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(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/108)
Sec. 108. Fees.
(a) The Secretary of State shall charge and collect in accordance with
the provisions of this
Act and rules promulgated under its authority:
(1) fees for filing documents;
(2) miscellaneous charges; and
(3) fees for the sale of lists of filings and for |
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(b) The Secretary of State shall charge and collect:
(1) for furnishing a copy or certified copy of any
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| document, instrument, or paper relating to a registered limited liability partnership, $25;
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(2) for the transfer of information by computer
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| process media to any purchaser, fees established by rule;
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(3) for filing a statement of partnership authority,
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(4) for filing a statement of denial, $25;
(5) for filing a statement of dissociation, $25;
(6) for filing a statement of dissolution, $100;
(7) for filing a statement of merger, $100;
(8) for filing a statement of qualification for a
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| limited liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;
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(9) for filing a statement of foreign qualification,
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(10) for filing a renewal statement for a limited
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| liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;
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(11) for filing a renewal statement for a foreign
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| limited liability partnership, $300;
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(12) for filing an amendment or cancellation of a
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(13) for filing a statement of withdrawal, $100;
(14) for the purposes of changing the registered
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| agent name or registered office, or both, $25;
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(15) for filing an application for reinstatement,
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(16) for filing any other document, $25.
(c) All fees collected pursuant to this Act shall be deposited into the
Division of
Corporations Registered Limited Liability Partnership Fund.
(d) There is hereby continued in the State treasury a special fund to be
known as the Division
of Corporations Registered Limited Liability Partnership Fund. Moneys deposited into the
Fund shall,
subject to appropriation, be used by the Business Services Division of the
Office of the
Secretary of State to administer the responsibilities of the Secretary of
State under this Act.
On or before August 31 of each year, the balance in the Fund in excess of $600,000 shall be transferred to the General Revenue Fund.
(e) Filings, including annual reports, made by electronic means shall be treated as if submitted in person and may not be charged excess fees as expedited services solely because of submission by electronic means.
(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17; 100-186, eff. 7-1-18; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18.)
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(805 ILCS 206/202)
Sec. 202.
Formation of partnership.
(a) Except as otherwise provided in subsection (b), the association of 2
or more persons to
carry on as co-owners a business for profit forms a partnership, whether or not
the persons intend
to form a partnership.
(b) An association formed under a statute other than this Act, a predecessor
statute, or a
comparable statute of another jurisdiction is not a partnership under this Act.
(c) In determining whether a partnership is formed, the following rules
apply:
(1) Joint tenancy, tenancy in common, tenancy by the |
| entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
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(2) The sharing of gross returns does not by itself
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| establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
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(3) A person who receives a share of the profits of a
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| business is presumed to be a partner in the business, unless the profits were received in payment:
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(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or
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| of wages or other compensation to an employee;
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(iii) of rent;
(iv) of an annuity or other retirement or health
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| benefit to a beneficiary, representative, or designee of a deceased or retired partner;
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(v) of interest or other charge on a loan, even
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| if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
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(vi) for the sale of the goodwill of a business
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| or other property by installments or otherwise.
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(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/302)
Sec. 302.
Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of |
| partnership authority under Section 303 of this Act, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
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(2) Partnership property held in the name of one or
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| more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
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(3) Partnership property held in the name of one or
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| more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
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(b) A partnership may recover partnership property from a transferee only if it proves that
execution of the instrument of initial transfer did not bind the partnership under Section 301 and:
(1) as to a subsequent transferee who gave value for
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| property transferred under subsection (a)(1) and (2) of this Section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
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(2) as to a transferee who gave value for property
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| transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
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(c) A partnership may not recover partnership property from a subsequent
transferee if the
partnership would not have been entitled to recover the property, under
subsection (b), from any
earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all
of the partnership
property vests in that person. The person may execute a document in the name
of the partnership
to evidence vesting of the property in that person and may file or record the
document.
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/303)
Sec. 303.
Statement of partnership authority.
(a) A partnership may file a statement of partnership authority, which:
(1) must include:
(i) the name of the partnership;
(ii) the street address of its chief executive |
| office and of one office in this State, if there is one;
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(iii) the names and mailing addresses of all of
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| the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b); and
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(iv) the names of the partners authorized to
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| execute an instrument transferring real property held in the name of the partnership; and
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(2) may state the authority, or limitations on the
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| authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
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(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the
names and mailing addresses of all of the partners and make it available to any person on request
for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to Section 105(c) and
states the name of the partnership but does not contain all of the other information required by
subsection (a) of this Section, the statement nevertheless operates with respect to a person not a
partner as provided in subsections (d) and (e).
(d) Except as otherwise provided in subsection (g) of this Section, a filed
statement of
partnership authority supplements the authority of a partner to enter into
transactions on behalf of
the partnership as follows:
(1) Except for transfers of real property, a grant of
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| authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
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(2) A grant of authority to transfer real property
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| held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
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(e) A person not a partner is deemed to know of a limitation on the authority of a partner to
transfer real property held in the name of the partnership if a certified copy
of the filed statement
containing the limitation on authority is of record in the office for recording
transfers of that real
property.
(f) Except as otherwise provided in subsections (d) and (e) of this Section
and Sections 704
and 805 of this Act, a person not a partner is not deemed to know of a
limitation on the authority
of a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier canceled, a filed statement of partnership authority is
canceled by operation
of law 5 years after the date on which the statement, or the most recent
amendment, was filed with the Secretary of State.
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/503)
Sec. 503.
Transfer of partner's transferable interest.
(a) A transfer, in whole or in part, of a partner's transferable interest in
the partnership:
(1) is permissible;
(2) does not by itself cause the partner's |
| dissociation or a dissolution and winding up of the partnership business; and
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(3) does not, as against the other partners or the
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| partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
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(b) A transferee of a partner's transferable interest in the partnership has
a right:
(1) to receive, in accordance with the transfer,
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| distributions to which the transferor would otherwise be entitled;
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(2) to receive upon the dissolution and winding up of
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| the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
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(3) to seek under a judicial determination that it is
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| equitable to wind up the partnership business.
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(c) In a dissolution and winding up, a transferee is entitled to an account
of partnership
transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the
interest in distributions transferred.
(e) A partnership need not give effect to a transferee's rights under this
Section until it has
notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in
violation of a restriction
on transfer contained in the partnership agreement is ineffective as to a
person having notice of
the restriction at the time of transfer.
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/601)
Sec. 601.
Events causing partner's dissociation.
A partner is dissociated from a partnership upon the occurrence of any of
the following events:
(1) the partnership's having notice of the partner's |
| express will to withdraw as a partner or on a later date specified by the partner;
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(2) an event agreed to in the partnership agreement
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| as causing the partner's dissociation;
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(3) the partner's expulsion pursuant to the
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(4) the partner's expulsion by the unanimous vote of
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(i) it is unlawful to carry on the partnership
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| business with that partner;
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(ii) there has been a transfer of all or
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| substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;
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(iii) within 90 days after the partnership
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| notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
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(iv) a partnership that is a partner has been
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| dissolved and its business is being wound up;
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(5) on application by the partnership or another
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| partner, the partner's expulsion by judicial determination because:
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(i) the partner engaged in wrongful conduct that
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| adversely and materially affected the partnership business;
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(ii) the partner willfully or persistently
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| committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under Section 404 of this Act; or
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(iii) the partner engaged in conduct relating to
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| the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
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(6) the partner's:
(i) becoming a debtor in bankruptcy;
(ii) executing an assignment for the benefit of
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(iii) seeking, consenting to, or acquiescing in
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| the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or
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(iv) failing, within 90 days after the
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| appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;
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(7) in the case of a partner who is an individual:
(i) the partner's death;
(ii) the appointment of a guardian or general
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| conservator for the partner; or
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(iii) a judicial determination that the partner
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| has otherwise become incapable of performing the partner's duties under the partnership agreement;
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(8) in the case of a partner that is a trust or is
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| acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;
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(9) in the case of a partner that is an estate or is
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| acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or
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(10) termination of a partner who is not an
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| individual, partnership, corporation, trust, or estate.
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(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/602)
Sec. 602.
Partner's power to dissociate;
wrongful dissociation.
(a) A partner has the power to dissociate at any time, rightfully or
wrongfully, by express will
pursuant to Section 601(1) of this Act.
(b) A partner's dissociation is wrongful only if:
(1) it is in breach of an express provision of the |
| partnership agreement; or
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(2) in the case of a partnership for a definite term
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| or particular undertaking, before the expiration of the term or the completion of the undertaking:
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(i) the partner withdraws by express will, unless
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| the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under Section 601(6) through (10) or wrongful dissociation under this subsection;
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(ii) the partner is expelled by judicial
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| determination under Section 601(5);
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(iii) the partner is dissociated by becoming a
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(iv) in the case of a partner who is not an
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| individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
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(c) A partner who wrongfully dissociates is liable to the partnership and to
the other partners
for damages caused by the dissociation. The liability is in addition to any
other obligation of the
partner to the partnership or to the other partners.
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/701)
Sec. 701.
Purchase of dissociated partner's interest.
(a) If a partner is dissociated from a partnership without resulting in a
dissolution and winding
up of the partnership business under Section 801 of this Act, the partnership
shall cause the
dissociated partner's interest in the partnership to be purchased for a buyout
price determined
pursuant to subsection (b) of this Section.
(b) The buyout price of a dissociated partner's interest is the amount that
would have been
distributable to the dissociating partner under Section 807(b) if, on the date
of dissociation, the
assets of the partnership were sold at a price equal to the greater of the
liquidation value or the
value based on a sale of the entire business as a going concern without the
dissociated partner
and the partnership were wound up as of that date. Interest must be paid from
the date of
dissociation to the date of payment.
(c) Damages for wrongful dissociation under Section 602(b), and all other
amounts owing,
whether or not presently due, from the dissociated partner to the partnership,
must be offset
against the buyout price. Interest must be paid from the date the amount owed
becomes due to
the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased
against all partnership liabilities, whether incurred before or after the dissociation, except
liabilities incurred by an act of the dissociated partner under Section 702.
(e) If no agreement for the purchase of a dissociated partner's interest is
reached within 120
days after a written demand for payment, the partnership shall pay, or cause to
be paid, in cash to
the dissociated partner the amount the partnership estimates to be the buyout
price and accrued
interest, reduced by any offsets and accrued interest under subsection (c).
(f) If a deferred payment is authorized under subsection (h), the
partnership may tender a
written offer to pay the amount it estimates to be the buyout price and accrued
interest, reduced
by any offsets under subsection (c), stating the time of payment, the amount
and type of security
for payment, and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) must be
accompanied by the
following:
(1) a statement of partnership assets and liabilities |
| as of the date of dissociation;
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(2) the latest available partnership balance sheet
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| and income statement, if any;
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(3) an explanation of how the estimated amount of the
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| payment was calculated; and
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(4) written notice that the payment is in full
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| satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c), or other terms of the obligation to purchase.
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(h) A partner who wrongfully dissociates before the expiration of a definite term or the
completion of a particular undertaking is not entitled to payment of any portion of the buyout
price until the expiration of the term or completion of the undertaking, unless the partner
establishes to the satisfaction of the court that earlier payment will not cause undue hardship to
the business of the partnership. A deferred payment must be adequately secured and bear
interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant to Section
405(b)(2)(ii), to determine the buyout price of that partner's interest, any
offsets under subsection
(c), or other terms of the obligation to purchase. The action must be
commenced within 120 days
after the partnership has tendered payment or an offer to pay or within one
year after written
demand for payment if no payment or offer to pay is tendered. The court shall
determine the
buyout price of the dissociated partner's interest, any offset due under
subsection (c) of this
Section, and accrued interest, and enter judgment for any additional payment or
refund. If
deferred payment is authorized under subsection (h), the court shall also
determine the security
for payment and other terms of the obligation to purchase. The court may
assess reasonable
attorney's fees and the fees and expenses of appraisers or other experts for a
party to the action,
in amounts the court finds equitable, against a party that the court finds
acted arbitrarily,
vexatiously, or not in good faith. The finding may be based on the
partnership's failure to tender
payment or an offer to pay or to comply with subsection (g).
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/801)
Sec. 801.
Events causing dissolution
and winding up of partnership business.
A partnership is dissolved, and its business must be wound up, only upon
the occurrence of
any of the following events:
(1) in a partnership at will, the partnership's |
| having notice from a partner, other than a partner who is dissociated under Section 601(2) through (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;
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(2) in a partnership for a definite term or
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(i) within 90 days after a partner's dissociation
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| by death or otherwise under Section 601(6) through (10) or wrongful dissociation under Section 602(b), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to Section 602(b)(2)(i) constitutes the expression of that partner's will to wind up the partnership business;
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(ii) the express will of all of the partners to
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| wind up the partnership business; or
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(iii) the expiration of the term or the
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| completion of the undertaking;
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(3) an event agreed to in the partnership agreement
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| resulting in the winding up of the partnership business;
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(4) an event that makes it unlawful for all or
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| substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this Section;
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(5) on application by a partner, a judicial
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(i) the economic purpose of the partnership is
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| likely to be unreasonably frustrated;
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(ii) another partner has engaged in conduct
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| relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
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(iii) it is not otherwise reasonably practicable
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| to carry on the partnership business in conformity with the partnership agreement; or
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(6) on application by a transferee of a partner's
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| transferable interest, a judicial determination that it is equitable to wind up the partnership business:
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(i) after the expiration of the term or
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| completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
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(ii) at any time, if the partnership was a
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| partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
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(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/905)
Sec. 905.
Merger of partnerships.
(a) Pursuant to a plan of merger approved as provided in subsection (c) of
this Section, a
partnership may be merged with one or more partnerships or limited
partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited |
| partnership that is a party to the merger;
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(2) the name of the surviving entity into which the
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| other partnerships or limited partnerships will merge;
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(3) whether the surviving entity is a partnership or
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| a limited partnership and the status of each partner;
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(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests
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| of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
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|
(6) the street address of the surviving entity's
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|
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to
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| the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
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|
(2) in the case of a limited partnership that is a
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| party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
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|
(d) After a plan of merger is approved and before the merger takes effect,
the plan may be
amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties
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| to the merger, as provided in subsection (c);
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|
(2) the filing of all documents required by law to be
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| filed as a condition to the effectiveness of the merger; or
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|
(3) any effective date specified in the plan of
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|
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/906)
Sec. 906.
Effect of merger.
(a) When a merger takes effect:
(1) the separate existence of every partnership or |
| limited partnership that is a party to the merger, other than the surviving entity, ceases;
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|
(2) all property owned by each of the merged
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| partnerships or limited partnerships vests in the surviving entity;
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|
(3) all obligations of every partnership or limited
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| partnership that is a party to the merger become the obligations of the surviving entity; and
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|
(4) an action or proceeding pending against a
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| partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
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|
(b) The Secretary of State of this State is the agent for service of process in an action or
proceeding against a surviving foreign partnership or limited partnership to enforce an obligation
of a domestic partnership or limited partnership that is a party to a merger. The surviving entity
shall promptly notify the Secretary of State of the mailing address of its chief executive office
and of any change of address. Upon receipt of process, the Secretary of State
shall mail a copy
of the process to the surviving foreign partnership or limited partnership.
(c) A partner of the surviving partnership or limited partnership is liable
for:
(1) all obligations of a party to the merger for
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| which the partner was personally liable before the merger;
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|
(2) all other obligations of the surviving entity
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| incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
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(3) except as otherwise provided in Section 306 of
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| this Act, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
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|
(d) If the obligations incurred before the merger by a party to the merger
are not satisfied out
of the property of the surviving partnership or limited partnership, the general partners of that
party immediately before the effective date of the merger shall contribute the amount necessary
to satisfy that party's obligations to the surviving entity, in the manner
provided in Section 807
or in the Limited Partnership Act of the jurisdiction in which the party was
formed, as the case
may be, as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a partner of the
surviving
partnership or limited partnership is dissociated from the entity, of which
that partner was a
partner, as of the date the merger takes effect. The surviving entity shall
cause the partner's
interest in the entity to be purchased under Section 701 of this Act or another
statute specifically
applicable to that partner's interest with respect to a merger. The surviving
entity is bound under
Section 702 by an act of a general partner dissociated under this subsection,
and the partner is
liable under Section 703 for transactions entered into by the surviving entity
after the merger
takes effect.
(Source: P.A. 92-740, eff. 1-1-03.)
|
(805 ILCS 206/908)
Sec. 908.
Merger of partnership and limited liability company.
(a) Under a plan of merger approved under subsection (c) of this Section,
any one or more
partnerships of this State may merge with or into one or more limited liability
companies of this
State, any other state or states of the United States, or the District of
Columbia, if the laws of
the other state or states or the District of Columbia permit the merger. The
partnership or
partnerships and the limited liability company or companies may merge with
or into a
partnership, which may be any one of these partnerships, or they may merge with
or into a
limited liability company, which may be any one of these limited
liability companies, which
shall be a partnership or limited liability company of this State, any
other state of the United
States, or the District of Columbia, which permits the merger.
(b) A plan of merger must set forth all of the following:
(1) The name of each entity that is a party to the |
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(2) The name of the surviving entity into which the
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| other entities will merge.
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|
(3) The type of organization of the surviving entity.
(4) The terms and conditions of the merger.
(5) The manner and basis for converting the interests
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| of each party to the merger into interests, obligations, or other securities of the surviving entity, or into money or other property in whole or in part.
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|
(6) The street address of the surviving entity's
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| principal place of business.
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|
(c) The plan of merger required by subsection (b) of this Section must be approved by each
party to the merger in accordance with all of the following:
(1) In the case of a partnership, by all of the
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| partners or by the number or percentage of the partners required to approve a merger specified in the partnership agreement.
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|
(2) In the case of a limited liability company, by
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| all members or by the number or percentage of members required to approve a merger specified in the operating agreement.
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|
(d) After a plan of merger is approved and before the merger takes effect, the plan may be
amended or abandoned as provided in the plan of merger.
(e) After approval of the plan of merger under this Section, unless the
merger is abandoned
under subsection (d) of this Section, a statement of merger must be signed on
behalf of each
party to the merger and delivered to the Secretary of State of this State for
filing. The statement
of merger must set forth all of the following:
(1) The name and, in the case of a limited liability
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| partnership, jurisdiction of each partnership and the name and jurisdiction of organization of each limited liability company that is a party to the merger.
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|
(2) That a plan of merger has been approved and
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| signed by each partnership and each limited liability company that is a party to the merger.
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|
(3) The name and address of the surviving partnership
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| or surviving limited liability company.
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|
(4) The effective date of the merger.
(5) If a party to the merger is a foreign limited
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| liability company or a foreign limited liability partnership, the jurisdiction and date of the filing of its articles of organization or statement of qualification, as the case may be, and the date when its application for authority was filed with the Secretary of State of this State or, if an application has not been filed, a statement to that effect.
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|
(6) If the surviving entity is not a partnership or
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| limited liability company organized under the laws of this State, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any partnership or limited liability company which is a party to the merger or which was previously subject to suit in this State, and for the enforcement, as provided in this Act, of the right of partners of any partnership or members of any limited liability company to receive payment for their interests in the partnership or limited liability company, as the case may be, against the surviving entity.
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|
(f) If a foreign limited liability company or a foreign limited liability
partnership is the
surviving entity of a merger, it may not do business in this State until an
application for that
authority is filed with the Secretary of State.
(g) The surviving partnership or other entity shall furnish a copy of the
plan of merger, on
request, and without cost, to any person holding an interest in an entity that
is to merge.
(h) To the extent that the statement of merger is inconsistent with the
articles of organization
of a limited liability company or the statement of qualification of a limited
liability partnership,
the statement of merger shall operate as an amendment to the articles of
organization or
statement of qualification, as the case may be.
(i) The merger is effective upon the filing of the statement of merger with the Secretary of
State of this State, or on a later date as specified in the statement of merger not later than 30 days
subsequent to the filing of the statement of merger under subsection (e) of this Section.
(j) When any merger becomes effective under this Section:
(1) the separate existence of each partnership and
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| each limited liability company that is a party to the merger, other than the surviving entity, terminates;
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|
(2) all property owned by each partnership and each
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| limited liability company that is a party to the merger vests in the surviving entity;
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|
(3) all debts, liabilities, and other obligations of
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| each partnership and each limited liability company that is a party to the merger become the obligations of the surviving entity;
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|
(4) an action or proceeding by or against a
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| partnership or limited liability company that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
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(5) except as prohibited by other law, all the
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| rights, privileges, immunities, powers, and purposes of each partnership and limited liability company that is a party to the merger vest in the surviving entity.
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|
(k) The Secretary of State of this State is an agent for service of process
in an action or
proceeding against any surviving foreign entity to enforce an obligation
of any party to a
merger if the surviving foreign entity fails to appoint or maintain an agent
designated for
service of process in this State or the agent for service of process cannot
with reasonable
diligence be found at the designated office. Service is effected under
this subsection (k) at the
earliest of:
(1) the date the surviving entity receives the
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| process notice or demand;
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(2) the date shown on the return receipt, if signed
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| on behalf of the surviving entity; or
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|
(3) 5 days after its deposit in the mail, if mailed
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| postpaid and correctly addressed.
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(l) Service under subsection (k) of this Section shall be made by the person
instituting the
action by doing all of the following:
(1) Serving on the Secretary of State of this State,
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| or on any employee having responsibility for administering this Act in his or her office, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Section 108 of this Act.
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(2) Transmitting notice of the service on the
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| Secretary of State of this State and a copy of the process, notice, or demand and accompanying papers to the surviving entity being served, by registered or certified mail at the address set forth in the statement of merger.
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|
(3) Attaching an affidavit of compliance with this
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| Section, in substantially the form that the Secretary of State of this State may by rule prescribe, to the process, notice, or demand.
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|
(m) Nothing contained in this Section shall limit or affect the right to
serve any process,
notice, or demand required or permitted by law to be served upon a partnership
in any other
manner now or hereafter permitted by law.
(n) The Secretary of State of this State shall keep, for a period of 5
years from the date of
service, a record of all processes, notices, and demands served upon him or
her under this
Section and shall record the time of the service and the person's action with
reference to the
service.
(o) Except as provided by agreement with a person to whom a partner of a
partnership is
obligated, a merger of a partnership that has become effective shall not
affect any obligation
or liability existing at the time of the merger of a partner of a partnership
that is merging.
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/1001)
Sec. 1001.
Statement of qualification.
(a) A partnership may become a limited liability partnership pursuant to
this Section.
(b) The terms and conditions on which a partnership becomes a limited
liability partnership
must be approved by the vote necessary to amend the partnership agreement
except, in the case
of a partnership agreement that expressly considers obligations to contribute
to the partnership,
the vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of this Section, a
partnership may become a
limited liability partnership by filing a statement of qualification with the
Secretary of State. The
statement must contain:
(1) the name of the partnership;
(2) the street address of the partnership's chief |
| executive office and, if different, the street address of an office in this State, if any;
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|
(3) the name and street address of the partnership's
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| agent for service of process;
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|
(4) the number of partners;
(5) a brief statement of the business in which the
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|
(6) a statement that the partnership applies for
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| qualification as a limited liability partnership; and
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|
(7) a deferred effective date, if any, of an
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| application for status as a limited liability partnership.
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|
(d) The agent of a limited liability partnership for service of process must
be an individual
who is a resident of this State or other person authorized to do business in
this State.
(e) The status of a partnership as a limited liability partnership is
effective on the later of the
filing of the statement or a date specified in the statement and the receipt by
the Secretary of
State of the required fee. The status remains effective for one year after the
date
a statement of qualification is filed, regardless of changes in the
partnership, unless the
partnership voluntarily withdraws by filing a statement of withdrawal, in which
event the status
of the partnership as a limited liability partnership shall terminate on the
date such statement is
filed or, if later, a date specified on the statement.
(f) The status of a partnership as a limited liability partnership and the
liability of its partners
is not affected by errors or later changes in the information required to be
contained in the
statement of qualification under subsection (c) of this Section.
(g) The filing of a statement of qualification establishes that a
partnership has satisfied all
conditions precedent to the qualification of the partnership as a limited
liability partnership.
(h) An amendment or cancellation of a statement of qualification is
effective when it is filed
or on a deferred effective date specified in the amendment or cancellation.
(i) The Secretary of State shall register as a limited liability partnership
any partnership that
submits a completed application with the required fee.
(j) The Secretary of State shall provide statements for registration
application, renewal of
registration and voluntary cancellation.
(Source: P.A. 92-740, eff. 1-1-03.)
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(805 ILCS 206/1003)
Sec. 1003. Renewal statements.
(a) A limited liability partnership, and a foreign limited liability
partnership authorized to
transact business in this State, shall file a renewal statement in the Office
of
the Secretary of State
which contains:
(1) the name of the partnership;
(2) the street address of the partnership's chief |
|
(3) the name and street address of the partnership's
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| agent for service of process;
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|
(4) the number of partners in the limited liability
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|
(5) a brief statement of the business in which the
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|
(6) if the partnership is a foreign limited liability
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| partnership, a current certificate of status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.
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|
(b) Qualification as a limited liability partnership, whether pursuant to an original statement
or a renewal statement, is renewed if, during the 60 day period preceding the
date the initial
statement or renewal statement otherwise would have expired, the partnership
files with the
Secretary of State a renewal statement. A renewal statement expires one year
after the date an
original statement would have expired if the last renewal of the statement had
not occurred. Proof of the satisfaction of the Secretary of State that, prior to the expiration date, the renewal statement together with all fees prescribed by this Act was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that the report conforms to the requirements of this Act, he or she shall file it. If the Secretary of State finds that it does not conform, he or she shall promptly return it to the limited liability partnership for any necessary corrections, in which event expiration will not occur if the statement is corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days of the date the report was returned for corrections.
(c) The Secretary of State shall renew the registration of any limited
liability partnership of
any partnership that timely submits a renewal statement with the required fee.
(d) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all domestic and foreign limited liability partnerships that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit or right to engage in any business regulated by such Acts.
(e) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of any limited liability partnership on the list maintained under subsection (d) whose status as a limited liability partnership has expired within the month.
(f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020.
(Source: P.A. 101-494, eff. 1-1-20.)
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(805 ILCS 206/1102)
Sec. 1102.
Statement of foreign qualification.
(a) Before transacting or continuing to transact business in this State, a
foreign limited liability
partnership must file a statement of qualification or a renewal statement under
Section 1001;
provided, however, that the statement must contain:
(1) the name of the foreign limited liability |
| partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";
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|
(2) the street address of the partnership's chief
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| executive office and, if different, the street address of an office of the partnership in this State, if any;
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|
(3) the name and street address of the partnership's
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| agent for service of process;
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|
(4) a brief statement of the business in which the
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|
(5) a deferred effective date, if any; and
(6) a document or documents sufficient under the laws
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| of the state or jurisdiction in which the limited liability partnership is organized to constitute official certification of current status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.
|
|
(b) A foreign partnership may not use an assumed or fictitious name in the
conduct of its
business to intentionally misrepresent the geographic origin or location of
the partnership.
This subsection (b) does not apply to any foreign limited liability
partnership that has gross
annual revenues in excess of $100,000,000.
(c) A person shall not advertise or cause to be listed in a
telephone directory an
assumed or fictitious business name that intentionally misrepresents where
the business is
actually located or operating or falsely states that the business is located
or operating in the
area covered by the telephone directory. This subsection (c) does not apply
to a telephone
service provider or to the publisher or distributor of a telephone
service directory, unless
the conduct prescribed in this subsection (c) is on behalf of that telephone
service provider or
that publisher or distributor.
This subsection (c) does not apply to any foreign limited liability
partnership that has gross
annual revenues in excess of $100,000,000.
(d) A foreign limited liability partnership that violates this Section
is guilty of a petty
offense and must be fined not less than $501 and not more than $1,000. A
foreign limited
liability partnership is guilty of an additional offense for each additional
day in violation of this
Section.
(e) The agent of a foreign limited liability partnership for service of
process
must be an
individual who is a resident of this State or other person authorized to do
business in this State.
(f) The status of a partnership as a foreign limited liability partnership
is effective on the later
of the filing of the statement of foreign qualification or a date specified in
the statement. The
status remains effective, regardless of changes in the partnership, unless the
partnership
voluntarily withdraws by filing a statement of withdrawal, in which event the
status of the
partnership as a foreign limited liability partnership shall terminate on the
date such statement is
filed or, if later, a date specified on the statement.
(g) An amendment or cancellation of a statement of foreign qualification is
effective when it is
filed or on a deferred effective date specified in the amendment or
cancellation.
(h) The Secretary of State shall register as a limited liability
partnership any foreign limited
liability partnership that submits a completed application with the required
fee.
(Source: P.A. 92-740, eff. 1-1-03.)
|
(805 ILCS 206/1103)
Sec. 1103. Effect of failure to qualify.
(a) A foreign limited liability partnership transacting business in this
State may not maintain
an action or proceeding in this State unless it has in effect a statement of
foreign qualification.
(b) The failure of a foreign limited liability partnership to have in effect
a statement of foreign
qualification does not impair the validity of a contract or act of the foreign
limited liability
partnership or preclude it from defending an action or proceeding in this
State.
(c) A limitation on personal liability of a partner is not waived solely by
transacting business
in this State without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this
State without a statement
of foreign qualification, the Secretary of State is its agent for service of
process with respect to a
right of action arising out of the transaction of business in this State.
(e) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand. If a process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the foreign limited liability partnership and its designated office. An affidavit of compliance with this Section in substantially the form that the Secretary of State may prescribe by rule shall be attached to the process, notice, or demand. (f) Service is effected under subsection (e) at the earliest of: (1) the date the foreign limited liability |
| partnership receives the process, notice, or demand;
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|
(2) the date shown on the return receipt, if signed
|
| on behalf of the foreign limited liability partnership; or
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|
(3) 5 days after the process, notice, or demand is
|
| deposited in the mail if mailed postpaid and correctly addressed.
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|
(g) The Secretary of State shall keep a record of each process, notice, and demand served pursuant to this Section and record the time of, and the action taken, regarding the service.
(h) This Section does not affect the right to serve process, notice, or demand in any other manner provided by law.
(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 206/1104)
Sec. 1104. Activities not constituting
transacting business.
(a) Without excluding other activities that may not constitute transacting business in this State, a foreign partnership or registered limited liability partnership shall not be considered to be transacting business in this State, for purposes of this Article 9, by reason of carrying on in this State any one or more of the following activities: (1) maintaining, defending, or settling any |
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(2) holding meetings of the partners or carrying on
|
| other activities concerning internal partnership affairs;
|
|
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer,
|
| exchange, and registration of the limited liability partnership's own securities or maintaining trustees or depositaries with respect to those securities;
|
|
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail
|
| or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;
|
|
(7) owning, without more, real or personal property;
(8) conducting an isolated transaction that is
|
| completed within 120 days and that is not one in the course of repeated transactions of a like nature; or
|
|
(9) having a partner who is a resident of this State.
(b) This Section has no application to the question of whether any partnership or registered limited liability partnership is subject to service of process and suit in this State under any law of this State.
(Source: P.A. 95-368, eff. 8-23-07.)
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