State of Illinois
91st General Assembly
Legislation

   [ Search ]   [ Legislation ]
[ Home ]   [ Back ]   [ Bottom ]


[ Engrossed ][ Enrolled ][ Senate Amendment 001 ]

91_HB0477

 
                                               LRB9102756SMcs

 1        AN ACT to amend the Revised Uniform  Limited  Partnership
 2    Act by changing Sections 402, 602, and 603.

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

 5        Section 5.  The Revised Uniform Limited  Partnership  Act
 6    is amended by changing Sections 402, 602, and 603 as follows:

 7        (805 ILCS 210/402) (from Ch. 106 1/2, par. 154-2)
 8        Sec. 402.  Events of Withdrawal.
 9        (a) Except as approved by the specific written consent of
10    all  partners  at  the  time, A person ceases to be a general
11    partner of a limited partnership upon the happening of any of
12    the following events:
13        (1)  the  general  partner  withdraws  from  the  limited
14    partnership as provided in Section 602;
15        (2)  the general partner ceases to be  a  member  of  the
16    limited partnership as provided in Section 702;
17        (3)  the  general partner is removed as a general partner
18    in accordance with the partnership agreement;
19        (4)  unless  otherwise  provided  in  the  agreement   of
20    limited  partnership,  or  with  the  written  consent of all
21    partners, the general partner (i) makes an assignment for the
22    benefit of creditors; (ii)  files  a  voluntary  petition  in
23    bankruptcy;  (iii) is adjudicated a bankrupt or insolvent, or
24    has entered against him an order for relief in any bankruptcy
25    or insolvency proceeding; (iv) files  a  petition  or  answer
26    seeking   for   himself   or   herself   any  reorganization,
27    arrangement,    composition,    readjustment,    liquidation,
28    dissolution or similar relief  under  any  statute,  law,  or
29    regulation;  (v)  files an answer or other pleading admitting
30    or failing to contest the material allegations of a  petition
31    filed against him or her in any proceeding of this nature; or
 
                            -2-                LRB9102756SMcs
 1    (vi)  seeks, consents to, or acquiesces in the appointment of
 2    a trustee, receiver, or liquidator of the general partner  or
 3    of all or any substantial part of his properties;
 4        (5)  unless   otherwise  provided  in  the  agreement  of
 5    limited partnership, or  with  the  written  consent  of  all
 6    partners,  120  days after the commencement of any proceeding
 7    against   the   general   partner   seeking   reorganization,
 8    arrangement,    composition,    readjustment,    liquidation,
 9    dissolution or similar relief  under  any  statute,  law,  or
10    regulation,  the  proceeding  has  not  been dismissed, or if
11    within 90 days after the appointment without his  consent  or
12    acquiescence  of  a  trustee,  receiver, or liquidator of the
13    general partner or of all or  any  substantial  part  of  his
14    properties,  the  appointment  is  not  vacated  or stayed or
15    within 90 days after the expiration of  any  such  stay,  the
16    appointment is not vacated;
17        (6)  in  the  case  of a general partner who is a natural
18    person,
19        (i)  his death; or
20        (ii)  the entry by  a  court  of  competent  jurisdiction
21    adjudicating  him  incompetent  to  manage  his person or his
22    estate;
23        (7)  in the case of a general partner who is acting as  a
24    general  partner by virtue of being a trustee of a trust, the
25    termination of the trust (but not merely the substitution  of
26    a new trustee);
27        (8)  in  the case of a general partner that is a separate
28    partnership, the dissolution and commencement of  winding  up
29    of the separate partnership;
30        (9)  in   the  case  of  a  general  partner  that  is  a
31    corporation, the filing of a certificate of  dissolution,  or
32    its  equivalent, for the corporation or the revocation of its
33    charter and the expiration of  90  days  after  the  date  of
34    notice   to   the   corporation   of   revocation  without  a
 
                            -3-                LRB9102756SMcs
 1    reinstatement of its charter; or
 2        (10)  Unless  otherwise  provided  in   the   partnership
 3    agreement,  or  with  the written consent of all partners, in
 4    the case  of  a  general  partner  that  is  an  estate,  the
 5    distribution by the fiduciary of the estate's entire interest
 6    in the limited partnership; or
 7        (11)  In  the  case  of  a  general partner who is not an
 8    individual, partnership, corporation, trust, or  estate,  the
 9    termination of the general partner.
10        (b)  A general partner who suffers an event that with the
11    passage   of   the  specified  period  becomes  an  event  of
12    withdrawal under subdivision (a)(4) or (a)(5) of this Section
13    shall notify each other general partner, or in the event that
14    there is no other general partner, each limited  partner,  of
15    the  occurrence of the event within 30 days after the date of
16    occurrence of the event of withdrawal.
17    (Source: P.A. 84-1412.)

18        (805 ILCS 210/602) (from Ch. 106 1/2, par. 156-2)
19        Sec. 602.  Withdrawal of General Partner  and  Assignment
20    of a General Partner's Partnership Interest.
21        (a)  A  general  partner  may  withdraw  from  a  limited
22    partnership  at  the  time  or  upon  the happening of events
23    specified in the partnership agreement and in accordance with
24    the  partnership  agreement.  A  partnership  agreement   may
25    provide  that  a  general partner shall not have the right to
26    withdraw as a  general  partner  of  a  limited  partnership.
27    Notwithstanding  that a partnership agreement provides that a
28    general partner does not have the  right  to  withdraw  as  a
29    general  partner  of a limited partnership, a general partner
30    may withdraw from a limited partnership at any time by giving
31    written notice to the other partners., but If the withdrawal
32    of a general partner violates the partnership agreement,  the
33    limited  partnership may recover from the withdrawing general
 
                            -4-                LRB9102756SMcs
 1    partner damages for breach of the partnership  agreement  and
 2    offset the damages against the amount otherwise distributable
 3    to him or her in addition to any remedies otherwise available
 4    under applicable law.
 5        (b) Notwithstanding anything to the contrary set forth in
 6    this  Act, a partnership agreement may provide that a general
 7    partner may not assign a partnership interest  in  a  limited
 8    partnership  prior  to  the dissolution and winding up of the
 9    limited partnership.
10    (Source: P.A. 84-1412.)

11        (805 ILCS 210/603) (from Ch. 106 1/2, par. 156-3)
12        Sec. 603.  Withdrawal  of  Limited  Partner.   A  limited
13    partner  may  withdraw from a limited partnership only at the
14    time or upon the happening of events specified in writing  in
15    the   partnership   agreement  and  in  accordance  with  the
16    partnership  agreement.  Notwithstanding  anything   to   the
17    contrary under applicable law, unless a partnership agreement
18    provides otherwise, a limited partner may not withdraw from a
19    limited  partnership  prior to the dissolution and winding up
20    of the limited partnership. Notwithstanding anything  to  the
21    contrary  under  applicable  law, a partnership agreement may
22    provide that a partnership interest may not be assigned prior
23    to the dissolution and winding up of the limited partnership.
24        Unless otherwise provided in a partnership  agreement,  a
25    limited  partnership  whose  original  certificate of limited
26    partnership  was  filed  with  the  Secretary  of  State  and
27    effective prior to the effective date of this amendatory  Act
28    of  1999, shall continue to be governed by this Section as in
29    effect before the effective date of this  amendatory  Act  of
30    1999,  and  shall not be governed by the changes made in this
31    Section by this amendatory Act of 1999.  If  the  partnership
32    agreement  does not specify in writing the time or the events
33    upon the happening of which a limited partner may withdraw or
 
                            -5-                LRB9102756SMcs
 1    a definite time for the dissolution and  winding  up  of  the
 2    limited  partnership, a limited partner may withdraw upon not
 3    less than 6 months' prior  written  notice  to  each  general
 4    partner  at  his  or  her address on the books of the limited
 5    partnership.
 6    (Source: P.A. 84-1412.)

[ Top ]