805 ILCS 206/ Uniform Partnership Act (1997).

(805 ILCS 206/Art. 1 heading) ARTICLE 1 GENERAL PROVISIONS

(805 ILCS 206/100)

Sec. 100. Short title. This Act may be cited as the Uniform Partnership Act (1997).

(Source: P.A. 92-740, eff. 1-1-03.)

(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

(2) a comparable order under federal, state, or foreign law governing insolvency.

(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 State; and

(2) has the status of a limited liability partnership under those laws.

(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.)

(805 ILCS 206/102)

Sec. 102. Knowledge and notice.

(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person:

(1) knows of it;

(2) has received a notification of it; or

(3) has reason to know it exists from all of the facts known to the person at the time in question.

(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(d) A person receives a notification when the notification:

(1) comes to the person's attention; or

(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

(Source: P.A. 92-740, eff. 1-1-03.)

(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;

(2) unreasonably restrict the right of access to books and records under Section 403(b);

(3) eliminate or reduce a partner's fiduciary duties, but may:

(i) identify specific types or categories of activities that do not violate these duties, if not manifestly unreasonable; and

(ii) specify the number or percentage of partners that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties;

(4) eliminate or reduce the obligation of good faith 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;

(5) vary the power to dissociate as a partner under Section 602(a), except to require the notice under Section 601(1) to be in writing;

(6) vary the right of a court to expel a partner in the events specified in Section 601(5);

(7) vary the requirement to wind up the partnership business in cases specified in Section 801(4), (5), or (6);

(8) vary the law applicable to a limited liability partnership under Section 106(b); or

(9) restrict the rights of a person, other than a partner and transferee of a partner's transferable interest under this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/104)

Sec. 104. Supplemental principles of law.

(a) Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act.

(b) If an obligation to pay interest arises under this Act and the rate is not specified, the rate is that specified in Section 4 of the Interest Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/105)

Sec. 105. Execution, filing, and recording of statements.

(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this Act with respect to partnership property located in or transactions that occur in this State.

(b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this Act. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this Act.

(c) A statement of qualification or foreign qualification filed by a partnership must be executed by at least 2 partners. Other statements must be executed by a partner or other person authorized by this Act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.

(d) A person authorized by this Act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this Section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement as provided in Section 108. The officer responsible for recording transfers of real property may collect a fee for recording a statement.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 206/105.5)

Sec. 105.5. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the limited liability partnership, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 105 of this Act, which shall otherwise apply.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 206/106)

Sec. 106. Governing law.

(a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.

(b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/107)

Sec. 107. Partnership subject to amendment or repeal of Act. A partnership governed by this Act is subject to any amendment to or repeal of this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(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 copies of any documents.

(b) The Secretary of State shall charge and collect:

(1) for furnishing a copy or certified copy of any document, instrument, or paper relating to a registered limited liability partnership, $25;

(2) for the transfer of information by computer process media to any purchaser, fees established by rule;

(3) for filing a statement of partnership authority, $25;

(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 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;

(9) for filing a statement of foreign qualification, $500;

(10) for filing a renewal statement for a 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;

(11) for filing a renewal statement for a foreign limited liability partnership, $300;

(12) for filing an amendment or cancellation of a statement, $25;

(13) for filing a statement of withdrawal, $100;

(14) for the purposes of changing the registered agent name or registered office, or both, $25;

(15) for filing an application for reinstatement, $200;

(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.)

(805 ILCS 206/109)

Sec. 109. Illinois Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated in Articles 10 and 11 of this Act as if all of the provisions of the Illinois Administrative Procedure Act were included in Articles 10 and 11 of this Act, except that the provisions of subsection (c) of Section 10-65 of the Illinois Administrative Procedure Act, which provides that at a hearing the licensee has the right to show compliance with all lawful requirements for retention, continuation, or renewal of the license, is specifically excluded, and for the purposes of this Act, the notice required under Section 10-25 of the Illinois Administrative Procedure Act is deemed sufficient when mailed to the last known address of a party.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 2 heading) ARTICLE 2 NATURE OF PARTNERSHIP

(805 ILCS 206/201)

Sec. 201. Partnership as entity.

(a) A partnership is an entity distinct from its partners.

(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under Section 1001 of this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(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.

(2) The sharing of gross returns does not by itself 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.

(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(i) of a debt by installments or otherwise;

(ii) for services as an independent contractor or of wages or other compensation to an employee;

(iii) of rent;

(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

(v) of interest or other charge on a loan, even 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

(vi) for the sale of the goodwill of a business or other property by installments or otherwise.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/203)

Sec. 203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/204)

Sec. 204. When property is partnership property.

(a) Property is partnership property if acquired in the name of:

(1) the partnership; or

(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a transfer to:

(1) the partnership in its name; or

(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 3 heading) ARTICLE 3 RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

(805 ILCS 206/301)

Sec. 301. Partner agent of partnership. Subject to the effect of a statement of partnership authority under Section 303 of this Act:

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.

(Source: P.A. 92-740, eff. 1-1-03.)

(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.

(2) Partnership property held in the name of one or 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.

(3) Partnership property held in the name of one or 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.

(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 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

(2) as to a transferee who gave value for property 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.

(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.)

(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;

(iii) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b); and

(iv) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and

(2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

(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 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.

(2) A grant of authority to transfer real property 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.

(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.)

(805 ILCS 206/304)

Sec. 304. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to Section 303(b) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in Section 303(d) and (e).

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/305)

Sec. 305. Partnership liable for partner's actionable conduct.

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/306)

Sec. 306. Partner's liability.

(a) Except as otherwise provided in subsections (b) and (c) of this Section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under Section 1001(b) of this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/307)

Sec. 307. Actions by and against partnership and partners.

(a) A partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, to the extent not inconsistent with Section 306 of this Act, any or all of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under Section 306 and:

(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) the partnership is a debtor in bankruptcy;

(3) the partner has agreed that the creditor need not exhaust partnership assets;

(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(5) liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This Section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 308 of this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/308)

Sec. 308. Liability of purported partner.

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

(e) Except as otherwise provided in subsections (a) and (b) of this Section, persons who are not partners as to each other are not liable as partners to other persons.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 4 heading) ARTICLE 4 RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

(805 ILCS 206/401)

Sec. 401. Partner's rights and duties.

(a) Each partner is deemed to have an account that is:

(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and

(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this Section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct of the partnership business.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(i) A person may become a partner only with the consent of all of the partners.

(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(k) This Section does not affect the obligations of a partnership to other persons under Section 301 of this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/402)

Sec. 402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/403)

Sec. 403. Partner's rights and duties with respect to information.

(a) A partnership shall keep its books and records, if any, at its chief executive office.

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

(1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this Act; and

(2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/404)

Sec. 404. General standards of partner's conduct.

(a) The fiduciary duties a partner owes to the partnership and the other partners include the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this Section.

(b) A partner's duty of loyalty to the partnership and the other partners includes the following:

(1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(2) to act fairly when a partner deals with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

(3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A partner shall discharge his or her duties to the partnership and the other partners under this Act or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing.

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

(f) This Section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/405)

Sec. 405. Actions by partnership and partners.

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(1) enforce the partner's rights under the partnership agreement;

(2) enforce the partner's rights under this Act, including:

(i) the partner's rights under Section 401, 403, or 404;

(ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to Section 701 or enforce any other right under Article 6 or 7; or

(iii) the partner's right to compel a dissolution and winding up of the partnership business under or enforce any other right under Article 8; or

(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this Section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/406)

Sec. 406. Continuation of partnership beyond definite term or particular undertaking.

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 5 heading) ARTICLE 5 TRANSFEREES AND CREDITORS OF PARTNER

(805 ILCS 206/501)

Sec. 501. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/502)

Sec. 502. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.

(Source: P.A. 92-740, eff. 1-1-03.)

(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

(3) does not, as against the other partners or the 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.

(b) A transferee of a partner's transferable interest in the partnership has a right:

(1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(3) to seek under a judicial determination that it is equitable to wind up the partnership business.

(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.)

(805 ILCS 206/504)

Sec. 504. Partner's transferable interest subject to charging order.

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed:

(1) by the judgment debtor;

(2) with property other than partnership property, by one or more of the other partners; or

(3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(d) This Act does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This Section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 6 heading) ARTICLE 6 PARTNER'S DISSOCIATION

(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;

(2) an event agreed to in the partnership agreement as causing the partner's dissociation;

(3) the partner's expulsion pursuant to the partnership agreement;

(4) the partner's expulsion by the unanimous vote of the other partners if:

(i) it is unlawful to carry on the partnership business with that partner;

(ii) there has been a transfer of all or 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;

(iii) within 90 days after the partnership 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

(iv) a partnership that is a partner has been dissolved and its business is being wound up;

(5) on application by the partnership or another partner, the partner's expulsion by judicial determination because:

(i) the partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(ii) the partner willfully or persistently 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

(iii) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) the partner's:

(i) becoming a debtor in bankruptcy;

(ii) executing an assignment for the benefit of creditors;

(iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or

(iv) failing, within 90 days after the 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;

(7) in the case of a partner who is an individual:

(i) the partner's death;

(ii) the appointment of a guardian or general conservator for the partner; or

(iii) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(8) in the case of a partner that is a trust or is 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;

(9) in the case of a partner that is an estate or is 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

(10) termination of a partner who is not an individual, partnership, corporation, trust, or estate.

(Source: P.A. 92-740, eff. 1-1-03.)

(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

(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(i) the partner withdraws by express will, unless 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;

(ii) the partner is expelled by judicial determination under Section 601(5);

(iii) the partner is dissociated by becoming a debtor in bankruptcy; or

(iv) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

(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.)

(805 ILCS 206/603)

Sec. 603. Effect of partner's dissociation.

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this Act applies; otherwise, Article 7 applies.

(b) Upon a partner's dissociation:

(1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in Section 803;

(2) except as provided in clause (3) of this subsection, a partner's duties terminate; and

(3) the partner's duty of loyalty under Section 404(b)(1) and (2) and duty of care under Section 404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to Section 803.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 7 heading) ARTICLE 7 PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

(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;

(2) the latest available partnership balance sheet and income statement, if any;

(3) an explanation of how the estimated amount of the payment was calculated; and

(4) written notice that the payment is in full 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.

(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.)

(805 ILCS 206/702)

Sec. 702. Dissociated partner's power to bind and liability to partnership.

(a) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9 of this Act, is bound by an act of the dissociated partner which would have bound the partnership under Section 301 before dissociation only if at the time of entering into the transaction the other party:

(1) reasonably believed that the dissociated partner was then a partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under Section 303(e) or notice under Section 704(c).

(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this Section.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/703)

Sec. 703. Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this Section.

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 of this Act, within 2 years after the partner's dissociation, only if the partner is liable for the obligation under Section 306 and at the time of entering into the transaction the other party:

(1) reasonably believed that the dissociated partner was then a partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under Section 303(e) or notice under Section 704(c).

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/704)

Sec. 704. Statement of dissociation.

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of Section 303(d) and (e).

(c) For the purposes of Sections 702(a)(3) and 703(b)(3) of this Act, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/705)

Sec. 705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 8 heading) ARTICLE 8 WINDING UP PARTNERSHIP BUSINESS

(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;

(2) in a partnership for a definite term or particular undertaking:

(i) within 90 days after a partner's dissociation 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;

(ii) the express will of all of the partners to wind up the partnership business; or

(iii) the expiration of the term or the completion of the undertaking;

(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) an event that makes it unlawful for all or 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;

(5) on application by a partner, a judicial determination that:

(i) the economic purpose of the partnership is likely to be unreasonably frustrated;

(ii) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or

(iii) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(i) after the expiration of the term or 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

(ii) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/802)

Sec. 802. Partnership continues after dissolution.

(a) Subject to subsection (b) of this Section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:

(1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

(2) the rights of a third party accruing under Section 804(1) of this Act or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/803)

Sec. 803. Right to wind up partnership business.

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the appropriate court, for good cause shown, may order judicial supervision of the winding up.

(b) The legal representative of the last surviving partner may wind up a partnership's business.

(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to Section 807, settle disputes by mediation or arbitration, and perform other necessary acts.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/804)

Sec. 804. Partner's power to bind partnership after dissolution. Subject to Section 805 of this Act, a partnership is bound by a partner's act after dissolution that:

(1) is appropriate for winding up the partnership business; or

(2) would have bound the partnership under Section 301 before dissolution, if the other party to the transaction did not have notice of the dissolution.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/805)

Sec. 805. Statement of dissolution.

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of Section 303(d) and is a limitation on authority for the purposes of Section 303(e).

(c) For the purposes of Sections 301 and 804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.

(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in Section 303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/806)

Sec. 806. Partner's liability to other partners after dissolution.

(a) Except as otherwise provided in subsection (b) of this Section and Section 306 of this Act, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Section 804.

(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under Section 804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/807)

Sec. 807. Settlement of accounts and contributions among partners.

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this Section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this Section.

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under Section 306 of this Act.

(c) If a partner fails to contribute the full amount required under subsection (b) of this Section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under Section 306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under Section 306.

(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under Section 306.

(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 9 heading) ARTICLE 9 CONVERSIONS AND MERGERS

(805 ILCS 206/901)

Sec. 901. Definitions. In this Article:

(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.

(2) "Limited partner" means a limited partner in a limited partnership.

(3) "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act (2001), predecessor law, or comparable law of another jurisdiction.

(4) "Partner" includes both a general partner and a limited partner.

(Source: P.A. 92-740, eff. 1-1-03; 93-967, eff. 1-1-05.)

(805 ILCS 206/902)

Sec. 902. Conversions and domestications.

(a) Conversions and domestications are governed by the Entity Omnibus Act.

(b) (Blank).

(c) (Blank).

(d) (Blank).

(e) (Blank).

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/903)

Sec. 903. (Repealed).

(Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/904)

Sec. 904. (Repealed).

(Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)

(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;

(2) the name of the surviving entity into which the other partnerships or limited partnerships will merge;

(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting the interests 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

(6) the street address of the surviving entity's chief executive office.

(c) The plan of merger must be approved:

(1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and

(2) in the case of a limited partnership that is a 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.

(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 to the merger, as provided in subsection (c);

(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) any effective date specified in the plan of merger.

(Source: P.A. 92-740, eff. 1-1-03.)

(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;

(2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

(3) all obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

(4) an action or proceeding pending against a 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.

(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 which the partner was personally liable before the merger;

(2) all other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and

(3) except as otherwise provided in Section 306 of 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.

(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 206/907)

Sec. 907. Statement of merger.

(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.

(b) A statement of merger must contain:

(1) the name of each partnership or limited partnership that is a party to the merger;

(2) the name of the surviving entity into which the other partnerships or limited partnerships were merged;

(3) the street address of the surviving entity's chief executive office and of an office in this State, if any; and

(4) whether the surviving entity is a partnership or a limited partnership.

(c) Except as otherwise provided in subsection (d) of this Section, for the purposes of Section 302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

(d) For the purposes of Section 302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to Section 105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this Section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).

(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 merger.

(2) The name of the surviving entity into which the other entities will merge.

(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 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.

(6) The street address of the surviving entity's principal place of business.

(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 partners or by the number or percentage of the partners required to approve a merger specified in the partnership agreement.

(2) In the case of a limited liability company, by all members or by the number or percentage of members required to approve a merger specified in the operating agreement.

(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 partnership, jurisdiction of each partnership and the name and jurisdiction of organization of each limited liability company that is a party to the merger.

(2) That a plan of merger has been approved and signed by each partnership and each limited liability company that is a party to the merger.

(3) The name and address of the surviving partnership or surviving limited liability company.

(4) The effective date of the merger.

(5) If a party to the merger is a foreign limited 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.

(6) If the surviving entity is not a partnership or 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.

(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 each limited liability company that is a party to the merger, other than the surviving entity, terminates;

(2) all property owned by each partnership and each limited liability company that is a party to the merger vests in the surviving entity;

(3) all debts, liabilities, and other obligations of each partnership and each limited liability company that is a party to the merger become the obligations of the surviving entity;

(4) an action or proceeding by or against a 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

(5) except as prohibited by other law, all the 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.

(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 process notice or demand;

(2) the date shown on the return receipt, if signed on behalf of the surviving entity; or

(3) 5 days after its deposit in the mail, if mailed postpaid and correctly addressed.

(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, 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.

(2) Transmitting notice of the service on the 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.

(3) Attaching an affidavit of compliance with this Section, in substantially the form that the Secretary of State of this State may by rule prescribe, to the process, notice, or demand.

(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.)

(805 ILCS 206/909)

Sec. 909. (Repealed).

(Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/910)

Sec. 910. Nonexclusive. This Article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/Art. 10 heading) ARTICLE 10 LIMITED LIABILITY PARTNERSHIP

(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;

(3) the name and street address of the partnership's agent for service of process;

(4) the number of partners;

(5) a brief statement of the business in which the partnership engages;

(6) a statement that the partnership applies for qualification as a limited liability partnership; and

(7) a deferred effective date, if any, of an application for status as a limited liability partnership.

(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.)

(805 ILCS 206/1002)

Sec. 1002. Name. The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".

(Source: P.A. 92-740, eff. 1-1-03.)

(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 executive office;

(3) the name and street address of the partnership's agent for service of process;

(4) the number of partners in the limited liability partnership;

(5) a brief statement of the business in which the partnership engages; and

(6) if the partnership is a foreign limited liability partnership, a current certificate of status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.

(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.)

(805 ILCS 206/1004)

Sec. 1004. Reinstatement of limited liability partnership status.

(a) A partnership whose status as a limited liability partnership or foreign limited liability partnership has expired as a result of the failure to file a renewal report required by Section 1003 may reinstate such status as a limited liability partnership or foreign limited liability partnership upon:

(1) the filing with the Secretary of State of an application for reinstatement;

(2) the filing with the Secretary of State of all reports then due and becoming due; and

(3) the payment to the Secretary of State of all fees then due and becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 105 and shall set forth all of the following:

(1) the name of the limited liability partnership at the time of expiration;

(2) the date of expiration;

(3) the name and address of the agent for service of process; provided that any change to either the agent for service of process or the address of the agent for service of process is properly reported.

(c) When a partnership whose status as a limited liability partnership or foreign limited liability partnership has expired has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon filing of the application for reinstatement: (i) status as a limited liability partnership or foreign limited liability partnership shall be deemed to have continued without interruption from the date of expiration and shall stand revived with the powers, duties, and obligations, as if it had not expired, and (ii) all acts and proceedings of its partners, acting or purporting to act in that capacity, that would have been legal and valid but for the expiration shall stand ratified and confirmed.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 206/1005)

Sec. 1005. Resignation of agent for service of process upon a limited liability partnership.

(a) The agent for service of process may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to the limited liability partnership at its chief executive office. The notice must be mailed at least 10 days before the date of filing thereof with the Secretary of State. The notice shall be executed by the agent for service of process. The notice shall set forth all of the following:

(1) The name of the limited liability partnership for which the agent for service of process is acting.

(2) The name of the agent for service of process.

(3) The address, including street, number, city, and county of the limited liability partnership's then address of its agent for service of process in this State.

(4) That the agent for service of process resigns.

(5) The effective date of the resignation, which shall not be sooner than 30 days after the date of filing.

(6) The address of the chief executive office of the limited liability partnership as it is known to the agent for service of process.

(7) A statement that a copy of the notice has been sent by registered or certified mail to the chief executive office of the limited liability partnership within the time and in the manner prescribed by this Section.

(b) A new agent for service of process must be placed on record within 60 days after an agent's notice of resignation under this Section.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 206/Art. 11 heading) ARTICLE 11 FOREIGN LIMITED LIABILITY PARTNERSHIP

(805 ILCS 206/1101)

Sec. 1101. Law governing foreign limited liability partnership.

(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.

(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State.

(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership.

(Source: P.A. 92-740, eff. 1-1-03.)

(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";

(2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any;

(3) the name and street address of the partnership's agent for service of process;

(4) a brief statement of the business in which the partnership engages;

(5) a deferred effective date, if any; and

(6) a document or documents sufficient under the laws 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;

(2) the date shown on the return receipt, if signed on behalf of the foreign limited liability partnership; or

(3) 5 days after the process, notice, or demand is deposited in the mail if mailed postpaid and correctly addressed.

(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.)

(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 proceeding;

(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.)

(805 ILCS 206/1105)

Sec. 1105. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this Article.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1106)

Sec. 1106. Resignation of agent for service of process upon a foreign limited liability partnership.

(a) The agent for service of process may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to the foreign limited liability partnership at its chief executive office. The notice must be mailed at least 10 days before the date of filing thereof with the Secretary of State. The notice shall be executed by the agent for service of process. The notice shall set forth all of the following:

(1) The name of the foreign limited liability partnership for which the agent for service of process is acting.

(2) The name of the agent for service of process.

(3) The address, including street, number, city, and county of the foreign limited liability partnership's then address of its agent for service of process in this State.

(4) That the agent for service of process resigns.

(5) The effective date of the resignation, which shall not be sooner than 30 days after the date of filing.

(6) The address of the chief executive office of the foreign limited liability partnership as it is known to the agent for service of process.

(7) A statement that a copy of the notice has been sent by registered or certified mail to the chief executive office of the limited liability partnership within the time and in the manner prescribed by this Section.

(b) A new agent for service of process must be placed on record within 60 days after an agent's notice of resignation under this Section.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 206/Art. 12 heading) ARTICLE 12 MISCELLANEOUS PROVISIONS

(805 ILCS 206/1201)

Sec. 1201. Uniformity of application and construction. This Act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this Act among States enacting it.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1202)

Sec. 1202. Short title. (See Section 100 for short title.)

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1203)

Sec. 1203. Severability clause. If any provision of this Act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Act which can be given effect without the invalid provision or application, and to this end the provisions of this Act are severable.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1204)

Sec. 1204. Effective date. (See Section 1299 for effective date.)

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1205)

Sec. 1205. Repealer. (See Section 1290 for repeals.)

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1206)

Sec. 1206. Applicability.

(a) Before January 1, 2008, this Act governs only a partnership formed:

(1) on or after January 1, 2003, except a partnership that is continuing the business of a dissolved partnership under Section 33 of the superseded Uniform Partnership Act; and

(2) before January 1, 2003, that elects, as provided by subsection (c) of this Section, to be governed by this Act.

(b) On and after January 1, 2008, this Act governs all partnerships.

(c) Before January 1, 2008, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this Act. The provisions of this Act relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year before the partnership's election to be governed by this Act only if the third party knows or has received a notification of the partnership's election to be governed by this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1207)

Sec. 1207. Savings clause. This Act does not affect an action or proceeding commenced or right accrued before this Act takes effect.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1208)

Sec. 1208. Powers of the Secretary of State; rulemaking.

(a) The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties herein imposed. The Secretary of State's function under this Act is to be a central depository for the statements of qualification for limited liability partnership and statements of foreign qualification required by this Act.

(b) The Secretary of State shall have the power and authority to promulgate rules, in accordance with the Illinois Administrative Procedure Act, necessary to administer this Act efficiently and to perform the duties therein imposed.

(Source: P.A. 95-368, eff. 8-23-07.)

(805 ILCS 206/1209)

Sec. 1209. Expedited services; fees.

(a) As used in this Section:

"Department" means the Department of Business Services of the Office of the Secretary of State.

"Expedited services" means services rendered within the same day or within 24 hours after the time the request therefor is submitted by the filer, law firm, service company, or messenger physically, in person, or at the Secretary of State's discretion, by electronic means to the Department's Springfield office or Chicago office and includes requests for certified copies, photocopies, or abstracts of computer record made to the Department's Springfield office in person, by mail, or by fax or requests for certificates of existence or abstracts of computer record made in person to the Department's Chicago office.

(b) The Secretary of State shall charge and collect the following fees for expedited services:

(1) Statement of Qualification or Foreign Qualification, $100.

(2) Application for Reinstatement, $100.

(3) Statement of Merger, $200.

(4) Computer abstract, $20.

(5) All other filings and copies of documents, $50.

(c) All fees collected by and payable to the Secretary of State under this Section shall be deposited into the Division of Corporations Registered Limited Liability Partnership Fund to the credit of an account within the Fund. Subject to appropriation, moneys in the account shall be used by the Department to create and maintain the capability to perform expedited services in response to special requests made by the public for same-day or 24-hour service and shall also be used for purposes including, but not limited to, expenditures for personal services, retirement, Social Security, contractual services, equipment, electronic data processing, and telecommunications. No other fees or charges collected under this Act shall be credited to the account established under this subsection (c)

(d) The Secretary may not provide expedited services for the online electronic filing of annual reports or requests for certificates of existence.

(Source: P.A. 100-486, eff. 1-1-18; 101-578, eff. 8-26-19.)

(805 ILCS 206/1290)

Sec. 1290. (Amendatory provisions; text omitted).

(Source: P.A. 92-740, eff. 1-1-03; text omitted.)

(805 ILCS 206/1295)

Sec. 1295. (Amendatory provisions; text omitted).

(Source: P.A. 92-740, eff. 1-1-03; text omitted.)

(805 ILCS 206/1299)

Sec. 1299. Effective date. This Act takes effect on January 1, 2003.

(Source: P.A. 92-740, eff. 1-1-03.)