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91_HB2876
LRB9100020JSgc
1 AN ACT concerning partnerships, and amending named Acts.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 ARTICLE 1
5 GENERAL PROVISIONS
6 Section 100. Short title. This Act may be cited as the
7 Uniform Partnership Act (1994).
8 Section 101. Definitions. In this Act:
9 (1) "Business" includes every trade, occupation, and
10 profession.
11 (2) "Debtor in bankruptcy" means a person who is the
12 subject of:
13 (i) an order for relief under Title 11 of the
14 United States Code or a comparable order under a
15 successor statute of general application; or
16 (ii) a comparable order under federal, state, or
17 foreign law governing insolvency.
18 (3) "Distribution" means a transfer of money or other
19 property from a partnership to a partner in the partner's
20 capacity as a partner or to the partner's transferee.
21 (4) "Foreign limited liability partnership" means a
22 partnership that:
23 (i) is formed under laws other than the laws of
24 this State; and
25 (ii) has the status of a limited liability
26 partnership under those laws.
27 (5) "Limited liability partnership" means a partnership
28 that has filed a statement of qualification under Section
29 1001 and does not have a similar statement in effect in any
30 other jurisdiction.
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1 (6) "Partnership" means an association of two or more
2 persons to carry on as co-owners a business for profit formed
3 under Section 202, predecessor law, or comparable law of
4 another jurisdiction.
5 (7) "Partnership agreement" means the agreement, whether
6 written, oral, or implied, among the partners concerning the
7 partnership, including amendments to the partnership
8 agreement.
9 (8) "Partnership at will" means a partnership in which
10 the partners have not agreed to remain partners until the
11 expiration of a definite term or the completion of a
12 particular undertaking.
13 (9) "Partnership interest" or "partner's interest in the
14 partnership" means all of a partner's interests in the
15 partnership, including the partner's transferable interest
16 and all management and other rights.
17 (10) "Person" means an individual, corporation, business
18 trust, estate, trust, partnership, association, joint
19 venture, government, governmental subdivision, agency, or
20 instrumentality, or any other legal or commercial entity.
21 (11) "Property" means all property, real, personal, or
22 mixed, tangible or intangible, or any interest therein.
23 (12) "State" means a State of the United States, the
24 District of Columbia, the Commonwealth of Puerto Rico, or any
25 territory or insular possession subject to the jurisdiction
26 of the United States.
27 (13) "Statement" means a statement of partnership
28 authority under Section 303, a statement of denial under
29 Section 304, a statement of dissociation under Section 704, a
30 statement of dissolution under Section 805, a statement of
31 merger under Section 907, a statement of qualification under
32 Section 1001, a statement of foreign qualification under
33 Section 1102, or an amendment or cancellation of any of the
34 foregoing.
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1 (14) "Transfer" includes an assignment, conveyance,
2 lease, mortgage, deed, and encumbrance.
3 Section 102. Knowledge and notice.
4 (a) A person knows a fact if the person has actual
5 knowledge of it.
6 (b) A person has notice of a fact if the person:
7 (1) knows of it;
8 (2) has received a notification of it; or
9 (3) has reason to know it exists from all of the
10 facts known to the person at the time in question.
11 (c) A person notifies or gives a notification to another
12 by taking steps reasonably required to inform the other
13 person in ordinary course, whether or not the other person
14 learns of it.
15 (d) A person receives a notification when the
16 notification:
17 (1) comes to the person's attention; or
18 (2) is duly delivered at the person's place of
19 business or at any other place held out by the person as
20 a place for receiving communications.
21 (e) Except as otherwise provided in subsection (f), a
22 person other than an individual knows, has notice, or
23 receives a notification of a fact for purposes of a
24 particular transaction when the individual conducting the
25 transaction knows, has notice, or receives a notification of
26 the fact, or in any event when the fact would have been
27 brought to the individual's attention if the person had
28 exercised reasonable diligence. The person exercises
29 reasonable diligence if it maintains reasonable routines for
30 communicating significant information to the individual
31 conducting the transaction and there is reasonable compliance
32 with the routines. Reasonable diligence does not require an
33 individual acting for the person to communicate information
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1 unless the communication is part of the individual's regular
2 duties or the individual has reason to know of the
3 transaction and that the transaction would be materially
4 affected by the information.
5 (f) A partner's knowledge, notice, or receipt of a
6 notification of a fact relating to the partnership is
7 effective immediately as knowledge by, notice to, or receipt
8 of a notification by the partnership, except in the case of a
9 fraud on the partnership committed by or with the consent of
10 that partner.
11 Section 103. Effect of partnership agreement;
12 nonwaivable provisions.
13 (a) Except as otherwise provided in subsection (b),
14 relations among the partners and between the partners and the
15 partnership are governed by the partnership agreement. To
16 the extent the partnership agreement does not otherwise
17 provide, this Act governs relations among the partners and
18 between the partners and the partnership.
19 (b) The partnership agreement may not:
20 (1) vary the rights and duties under Section 105
21 except to eliminate the duty to provide copies of
22 statements to all of the partners;
23 (2) unreasonably restrict the right of access to
24 books and records under Section 403(b);
25 (3) eliminate the duty of loyalty under Section
26 404(b) or 603(b)(3), but:
27 (i) the partnership agreement may identify
28 specific types or categories of activities that do
29 not violate the duty of loyalty, if not manifestly
30 unreasonable; or
31 (ii) all of the partners or a number or
32 percentage specified in the partnership agreement
33 may authorize or ratify, after full disclosure of
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1 all material facts, a specific act or transaction
2 that otherwise would violate the duty of loyalty;
3 (4) unreasonably reduce the duty of care under
4 Section 404(c) or 603(b)(3);
5 (5) eliminate the obligation of good faith and fair
6 dealing under Section 404(d), but the partnership
7 agreement may prescribe the standards by which the
8 performance of the obligation is to be measured, if the
9 standards are not manifestly unreasonable;
10 (6) vary the power to dissociate as a partner under
11 Section 602(a), except to require the notice under
12 Section 601(1) to be in writing;
13 (7) vary the right of a court to expel a partner in
14 the events specified in Section 601(5);
15 (8) vary the requirement to wind up the partnership
16 business in cases specified in Section 801(4), (5), or
17 (6);
18 (9) vary the law applicable to a limited liability
19 partnership under Section 106(b); or
20 (10) restrict rights of third parties under this
21 Act.
22 Section 104. Supplemental principles of law.
23 (a) Unless displaced by particular provisions of this
24 Act, the principles of law and equity supplement this Act.
25 (b) If an obligation to pay interest arises under this
26 Act and the rate is not specified, the rate is that specified
27 in the Interest Act.
28 Section 105. Execution, filing, and recording of
29 statements.
30 (a) A statement may be filed in the office of the
31 Secretary of State. A certified copy of a statement that is
32 filed in an office in another state may be filed in the
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1 office of the Secretary of State. Either filing has the
2 effect provided in this Act with respect to partnership
3 property located in or transactions that occur in this State.
4 (b) A certified copy of a statement that has been filed
5 in the office of the Secretary of State and recorded in the
6 office for recording transfers of real property has the
7 effect provided for recorded statements in this Act. A
8 recorded statement that is not a certified copy of a
9 statement filed in the office of the Secretary of State does
10 not have the effect provided for recorded statements in this
11 Act.
12 (c) A statement filed by a partnership must be executed
13 by at least two partners. Other statements must be executed
14 by a partner or other person authorized by this Act. An
15 individual who executes a statement as, or on behalf of, a
16 partner or other person named as a partner in a statement
17 shall personally declare under penalty of perjury that the
18 contents of the statement are accurate.
19 (d) A person authorized by this Act to file a statement
20 may amend or cancel the statement by filing an amendment or
21 cancellation that names the partnership, identifies the
22 statement, and states the substance of the amendment or
23 cancellation.
24 (e) A person who files a statement pursuant to this
25 Section shall promptly send a copy of the statement to every
26 nonfiling partner and to any other person named as a partner
27 in the statement. Failure to send a copy of a statement to a
28 partner or other person does not limit the effectiveness of
29 the statement as to a person not a partner.
30 (f) The Secretary of State may collect a fee for filing
31 or providing a certified copy of a statement. The officer
32 responsible for recording transfers of real property may
33 collect a fee for recording a statement.
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1 Section 106. Governing law.
2 (a) Except as otherwise provided in subsection (b), the
3 law of the jurisdiction in which a partnership has its chief
4 executive office governs relations among the partners and
5 between the partners and the partnership.
6 (b) The law of this State governs relations among the
7 partners and between the partners and the partnership and the
8 liability of partners for an obligation of a limited
9 liability partnership.
10 Section 107. Partnership subject to amendment or repeal
11 of Act. A partnership governed by this Act is subject to any
12 amendment to or repeal of this Act.
13 ARTICLE 2
14 NATURE OF PARTNERSHIP
15 Section 201. Partnership as entity.
16 (a) A partnership is an entity distinct from its
17 partners.
18 (b) A limited liability partnership continues to be the
19 same entity that existed before the filing of a statement of
20 qualification under Section 1001.
21 Section 202. Formation of partnership.
22 (a) Except as otherwise provided in subsection (b), the
23 association of two or more persons to carry on as co-owners a
24 business for profit forms a partnership, whether or not the
25 persons intend to form a partnership.
26 (b) An association formed under a statute other than
27 this Act, a predecessor statute, or a comparable statute of
28 another jurisdiction is not a partnership under this Act.
29 (c) In determining whether a partnership is formed, the
30 following rules apply:
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1 (1) Joint tenancy, tenancy in common, tenancy by
2 the entireties, joint property, common property, or part
3 ownership does not by itself establish a partnership,
4 even if the co-owners share profits made by the use of
5 the property.
6 (2) The sharing of gross returns does not by itself
7 establish a partnership, even if the persons sharing them
8 have a joint or common right or interest in property from
9 which the returns are derived.
10 (3) A person who receives a share of the profits of
11 a business is presumed to be a partner in the business,
12 unless the profits were received in payment:
13 (i) of a debt by installments or otherwise;
14 (ii) for services as an independent contractor
15 or of wages or other compensation to an employee;
16 (iii) of rent;
17 (iv) of an annuity or other retirement or
18 health benefit to a beneficiary, representative, or
19 designee of a deceased or retired partner;
20 (v) of interest or other charge on a loan,
21 even if the amount of payment varies with the
22 profits of the business, including a direct or
23 indirect present or future ownership of the
24 collateral, or rights to income, proceeds, or
25 increase in value derived from the collateral; or
26 (vi) for the sale of the goodwill of a
27 business or other property by installments or
28 otherwise.
29 Section 203. Partnership property. Property acquired by
30 a partnership is property of the partnership and not of the
31 partners individually.
32 Section 204. When property is partnership property.
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1 (a) Property is partnership property if acquired in the
2 name of:
3 (1) the partnership; or
4 (2) one or more partners with an indication in the
5 instrument transferring title to the property of the
6 person's capacity as a partner or of the existence of a
7 partnership but without an indication of the name of the
8 partnership.
9 (b) Property is acquired in the name of the partnership
10 by a transfer to:
11 (1) the partnership in its name; or
12 (2) one or more partners in their capacity as
13 partners in the partnership, if the name of the
14 partnership is indicated in the instrument transferring
15 title to the property.
16 (c) Property is presumed to be partnership property if
17 purchased with partnership assets, even if not acquired in
18 the name of the partnership or of one or more partners with
19 an indication in the instrument transferring title to the
20 property of the person's capacity as a partner or of the
21 existence of a partnership.
22 (d) Property acquired in the name of one or more of the
23 partners, without an indication in the instrument
24 transferring title to the property of the person's capacity
25 as a partner or of the existence of a partnership and without
26 use of partnership assets, is presumed to be separate
27 property, even if used for partnership purposes.
28 ARTICLE 3
29 RELATIONS OF PARTNERS TO
30 PERSONS DEALING WITH PARTNERSHIP
31 Section 301. Partner agent of partnership. Subject to
32 the effect of a statement of partnership authority under
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1 Section 303:
2 (1) Each partner is an agent of the partnership for
3 the purpose of its business. An act of a partner,
4 including the execution of an instrument in the
5 partnership name, for apparently carrying on in the
6 ordinary course the partnership business or business of
7 the kind carried on by the partnership binds the
8 partnership, unless the partner had no authority to act
9 for the partnership in the particular matter and the
10 person with whom the partner was dealing knew or had
11 received a notification that the partner lacked
12 authority.
13 (2) An act of a partner which is not apparently for
14 carrying on in the ordinary course the partnership
15 business or business of the kind carried on by the
16 partnership binds the partnership only if the act was
17 authorized by the other partners.
18 Section 302. Transfer of partnership property.
19 (a) Partnership property may be transferred as follows:
20 (1) Subject to the effect of a statement of
21 partnership authority under Section 303, partnership
22 property held in the name of the partnership may be
23 transferred by an instrument of transfer executed by a
24 partner in the partnership name.
25 (2) Partnership property held in the name of one or
26 more partners with an indication in the instrument
27 transferring the property to them of their capacity as
28 partners or of the existence of a partnership, but
29 without an indication of the name of the partnership, may
30 be transferred by an instrument of transfer executed by
31 the persons in whose name the property is held.
32 (3) Partnership property held in the name of one or
33 more persons other than the partnership, without an
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1 indication in the instrument transferring the property to
2 them of their capacity as partners or of the existence of
3 a partnership, may be transferred by an instrument of
4 transfer executed by the persons in whose name the
5 property is held.
6 (b) A partnership may recover partnership property from
7 a transferee only if it proves that execution of the
8 instrument of initial transfer did not bind the partnership
9 under Section 301 and:
10 (1) as to a subsequent transferee who gave value
11 for property transferred under subsection (a)(1) and (2),
12 proves that the subsequent transferee knew or had
13 received a notification that the person who executed the
14 instrument of initial transfer lacked authority to bind
15 the partnership; or
16 (2) as to a transferee who gave value for property
17 transferred under subsection (a)(3), proves that the
18 transferee knew or had received a notification that the
19 property was partnership property and that the person who
20 executed the instrument of initial transfer lacked
21 authority to bind the partnership.
22 (c) A partnership may not recover partnership property
23 from a subsequent transferee if the partnership would not
24 have been entitled to recover the property, under subsection
25 (b), from any earlier transferee of the property.
26 (d) If a person holds all of the partners' interests in
27 the partnership, all of the partnership property vests in
28 that person. The person may execute a document in the name
29 of the partnership to evidence vesting of the property in
30 that person and may file or record the document.
31 Section 303. Statement of partnership authority.
32 (a) A partnership may file a statement of partnership
33 authority, which:
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1 (1) must include:
2 (i) the name of the partnership;
3 (ii) the street address of its chief executive
4 office and of one office in this State, if there is
5 one;
6 (iii) the names and mailing addresses of all
7 of the partners or of an agent appointed and
8 maintained by the partnership for the purpose of
9 subsection (b); and
10 (iv) the names of the partners authorized to
11 execute an instrument transferring real property
12 held in the name of the partnership; and
13 (2) may state the authority, or limitations on the
14 authority, of some or all of the partners to enter into
15 other transactions on behalf of the partnership and any
16 other matter.
17 (b) If a statement of partnership authority names an
18 agent, the agent shall maintain a list of the names and
19 mailing addresses of all of the partners and make it
20 available to any person on request for good cause shown.
21 (c) If a filed statement of partnership authority is
22 executed pursuant to Section 105(c) and states the name of
23 the partnership but does not contain all of the other
24 information required by subsection (a), the statement
25 nevertheless operates with respect to a person not a partner
26 as provided in subsections (d) and (e).
27 (d) Except as otherwise provided in subsection (g), a
28 filed statement of partnership authority supplements the
29 authority of a partner to enter into transactions on behalf
30 of the partnership as follows:
31 (1) Except for transfers of real property, a grant
32 of authority contained in a filed statement of
33 partnership authority is conclusive in favor of a person
34 who gives value without knowledge to the contrary, so
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1 long as and to the extent that a limitation on that
2 authority is not then contained in another filed
3 statement. A filed cancellation of a limitation on
4 authority revives the previous grant of authority.
5 (2) A grant of authority to transfer real property
6 held in the name of the partnership contained in a
7 certified copy of a filed statement of partnership
8 authority recorded in the office for recording transfers
9 of that real property is conclusive in favor of a person
10 who gives value without knowledge to the contrary, so
11 long as and to the extent that a certified copy of a
12 filed statement containing a limitation on that authority
13 is not then of record in the office for recording
14 transfers of that real property. The recording in the
15 office for recording transfers of that real property of a
16 certified copy of a filed cancellation of a limitation on
17 authority revives the previous grant of authority.
18 (e) A person not a partner is deemed to know of a
19 limitation on the authority of a partner to transfer real
20 property held in the name of the partnership if a certified
21 copy of the filed statement containing the limitation on
22 authority is of record in the office for recording transfers
23 of that real property.
24 (f) Except as otherwise provided in subsections (d) and
25 (e) and Sections 704 and 805, a person not a partner is not
26 deemed to know of a limitation on the authority of a partner
27 merely because the limitation is contained in a filed
28 statement.
29 (g) Unless earlier canceled, a filed statement of
30 partnership authority is canceled by operation of law 5 years
31 after the date on which the statement, or the most recent
32 amendment, was filed with the Secretary of State.
33 Section 304. Statement of denial. A partner or other
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1 person named as a partner in a filed statement of partnership
2 authority or in a list maintained by an agent pursuant to
3 Section 303(b) may file a statement of denial stating the
4 name of the partnership and the fact that is being denied,
5 which may include denial of a person's authority or status as
6 a partner. A statement of denial is a limitation on
7 authority as provided in Section 303(d) and (e).
8 Section 305. Partnership liable for partner's actionable
9 conduct.
10 (a) A partnership is liable for loss or injury caused to
11 a person, or for a penalty incurred, as a result of a
12 wrongful act or omission, or other actionable conduct, of a
13 partner acting in the ordinary course of business of the
14 partnership or with authority of the partnership.
15 (b) If, in the course of the partnership's business or
16 while acting with authority of the partnership, a partner
17 receives or causes the partnership to receive money or
18 property of a person not a partner, and the money or property
19 is misapplied by a partner, the partnership is liable for the
20 loss.
21 Section 306. Partner's liability.
22 (a) Except as otherwise provided in subsections (b) and
23 (c), all partners are liable jointly and severally for all
24 obligations of the partnership unless otherwise agreed by the
25 claimant or provided by law.
26 (b) A person admitted as a partner into an existing
27 partnership is not personally liable for any partnership
28 obligation incurred before the person's admission as a
29 partner.
30 (c) An obligation of a partnership incurred while the
31 partnership is a limited liability partnership, whether
32 arising in contract, tort, or otherwise, is solely the
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1 obligation of the partnership. A partner is not personally
2 liable, directly or indirectly, by way of contribution or
3 otherwise, for such an obligation solely by reason of being
4 or so acting as a partner. This subsection applies
5 notwithstanding anything inconsistent in the partnership
6 agreement that existed immediately before the vote required
7 to become a limited liability partnership under Section
8 1001(b).
9 Section 307. Actions by and against partnership and
10 partners.
11 (a) A partnership may sue and be sued in the name of the
12 partnership.
13 (b) An action may be brought against the partnership
14 and, to the extent not inconsistent with Section 306, any or
15 all of the partners in the same action or in separate
16 actions.
17 (c) A judgment against a partnership is not by itself a
18 judgment against a partner. A judgment against a partnership
19 may not be satisfied from a partner's assets unless there is
20 also a judgment against the partner.
21 (d) A judgment creditor of a partner may not levy
22 execution against the assets of the partner to satisfy a
23 judgment based on a claim against the partnership unless the
24 partner is personally liable for the claim under Section 306
25 and:
26 (1) a judgment based on the same claim has been
27 obtained against the partnership and a writ of execution
28 on the judgment has been returned unsatisfied in whole or
29 in part;
30 (2) the partnership is a debtor in bankruptcy;
31 (3) the partner has agreed that the creditor need
32 not exhaust partnership assets;
33 (4) a court grants permission to the judgment
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1 creditor to levy execution against the assets of a
2 partner based on a finding that partnership assets
3 subject to execution are clearly insufficient to satisfy
4 the judgment, that exhaustion of partnership assets is
5 excessively burdensome, or that the grant of permission
6 is an appropriate exercise of the court's equitable
7 powers; or
8 (5) liability is imposed on the partner by law or
9 contract independent of the existence of the partnership.
10 (e) This Section applies to any partnership liability or
11 obligation resulting from a representation by a partner or
12 purported partner under Section 308.
13 Section 308. Liability of purported partner.
14 (a) If a person, by words or conduct, purports to be a
15 partner, or consents to being represented by another as a
16 partner, in a partnership or with one or more persons not
17 partners, the purported partner is liable to a person to whom
18 the representation is made, if that person, relying on the
19 representation, enters into a transaction with the actual or
20 purported partnership. If the representation, either by the
21 purported partner or by a person with the purported partner's
22 consent, is made in a public manner, the purported partner is
23 liable to a person who relies upon the purported partnership
24 even if the purported partner is not aware of being held out
25 as a partner to the claimant. If partnership liability
26 results, the purported partner is liable with respect to that
27 liability as if the purported partner were a partner. If no
28 partnership liability results, the purported partner is
29 liable with respect to that liability jointly and severally
30 with any other person consenting to the representation.
31 (b) If a person is thus represented to be a partner in
32 an existing partnership, or with one or more persons not
33 partners, the purported partner is an agent of persons
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1 consenting to the representation to bind them to the same
2 extent and in the same manner as if the purported partner
3 were a partner, with respect to persons who enter into
4 transactions in reliance upon the representation. If all of
5 the partners of the existing partnership consent to the
6 representation, a partnership act or obligation results. If
7 fewer than all of the partners of the existing partnership
8 consent to the representation, the person acting and the
9 partners consenting to the representation are jointly and
10 severally liable.
11 (c) A person is not liable as a partner merely because
12 the person is named by another in a statement of partnership
13 authority.
14 (d) A person does not continue to be liable as a partner
15 merely because of a failure to file a statement of
16 dissociation or to amend a statement of partnership authority
17 to indicate the partner's dissociation from the partnership.
18 (e) Except as otherwise provided in subsections (a) and
19 (b), persons who are not partners as to each other are not
20 liable as partners to other persons.
21 ARTICLE 4
22 RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
23 Section 401. Partner's rights and duties.
24 (a) Each partner is deemed to have an account that is:
25 (1) credited with an amount equal to the money plus
26 the value of any other property, net of the amount of any
27 liabilities, the partner contributes to the partnership
28 and the partner's share of the partnership profits; and
29 (2) charged with an amount equal to the money plus
30 the value of any other property, net of the amount of any
31 liabilities, distributed by the partnership to the
32 partner and the partner's share of the partnership
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1 losses.
2 (b) Each partner is entitled to an equal share of the
3 partnership profits and is chargeable with a share of the
4 partnership losses in proportion to the partner's share of
5 the profits.
6 (c) A partnership shall reimburse a partner for payments
7 made and indemnify a partner for liabilities incurred by the
8 partner in the ordinary course of the business of the
9 partnership or for the preservation of its business or
10 property.
11 (d) A partnership shall reimburse a partner for an
12 advance to the partnership beyond the amount of capital the
13 partner agreed to contribute.
14 (e) A payment or advance made by a partner which gives
15 rise to a partnership obligation under subsection (c) or (d)
16 constitutes a loan to the partnership which accrues interest
17 from the date of the payment or advance.
18 (f) Each partner has equal rights in the management and
19 conduct of the partnership business.
20 (g) A partner may use or possess partnership property
21 only on behalf of the partnership.
22 (h) A partner is not entitled to remuneration for
23 services performed for the partnership, except for reasonable
24 compensation for services rendered in winding up the business
25 of the partnership.
26 (i) A person may become a partner only with the consent
27 of all of the partners.
28 (j) A difference arising as to a matter in the ordinary
29 course of business of a partnership may be decided by a
30 majority of the partners. An act outside the ordinary course
31 of business of a partnership and an amendment to the
32 partnership agreement may be undertaken only with the consent
33 of all of the partners.
34 (k) This Section does not affect the obligations of a
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1 partnership to other persons under Section 301.
2 Section 402. Distributions in kind. A partner has no
3 right to receive, and may not be required to accept, a
4 distribution in kind.
5 Section 403. Partner's rights and duties with respect to
6 information.
7 (a) A partnership shall keep its books and records, if
8 any, at its chief executive office.
9 (b) A partnership shall provide partners and their
10 agents and attorneys access to its books and records. It
11 shall provide former partners and their agents and attorneys
12 access to books and records pertaining to the period during
13 which they were partners. The right of access provides the
14 opportunity to inspect and copy books and records during
15 ordinary business hours. A partnership may impose a
16 reasonable charge, covering the costs of labor and material,
17 for copies of documents furnished.
18 (c) Each partner and the partnership shall furnish to a
19 partner, and to the legal representative of a deceased
20 partner or partner under legal disability:
21 (1) without demand, any information concerning the
22 partnership's business and affairs reasonably required
23 for the proper exercise of the partner's rights and
24 duties under the partnership agreement or this Act; and
25 (2) on demand, any other information concerning the
26 partnership's business and affairs, except to the extent
27 the demand or the information demanded is unreasonable or
28 otherwise improper under the circumstances.
29 Section 404. General standards of partner's conduct.
30 (a) The only fiduciary duties a partner owes to the
31 partnership and the other partners are the duty of loyalty
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1 and the duty of care set forth in subsections (b) and (c).
2 (b) A partner's duty of loyalty to the partnership and
3 the other partners is limited to the following:
4 (1) to account to the partnership and hold as
5 trustee for it any property, profit, or benefit derived
6 by the partner in the conduct and winding up of the
7 partnership business or derived from a use by the
8 partner of partnership property, including the
9 appropriation of a partnership opportunity;
10 (2) to refrain from dealing with the partnership in
11 the conduct or winding up of the partnership business as
12 or on behalf of a party having an interest adverse to the
13 partnership; and
14 (3) to refrain from competing with the partnership
15 in the conduct of the partnership business before the
16 dissolution of the partnership.
17 (c) A partner's duty of care to the partnership and the
18 other partners in the conduct and winding up of the
19 partnership business is limited to refraining from engaging
20 in grossly negligent or reckless conduct, intentional
21 misconduct, or a knowing violation of law.
22 (d) A partner shall discharge the duties to the
23 partnership and the other partners under this Act or under
24 the partnership agreement and exercise any rights
25 consistently with the obligation of good faith and fair
26 dealing.
27 (e) A partner does not violate a duty or obligation
28 under this Act or under the partnership agreement merely
29 because the partner's conduct furthers the partner's own
30 interest.
31 (f) A partner may lend money to and transact other
32 business with the partnership, and as to each loan or
33 transaction the rights and obligations of the partner are the
34 same as those of a person who is not a partner, subject to
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1 other applicable law.
2 (g) This Section applies to a person winding up the
3 partnership business as the personal or legal representative
4 of the last surviving partner as if the person were a
5 partner.
6 Section 405. Actions by partnership and partners.
7 (a) A partnership may maintain an action against a
8 partner for a breach of the partnership agreement, or for the
9 violation of a duty to the partnership, causing harm to the
10 partnership.
11 (b) A partner may maintain an action against the
12 partnership or another partner for legal or equitable relief,
13 with or without an accounting as to partnership business, to:
14 (1) enforce the partner's rights under the
15 partnership agreement;
16 (2) enforce the partner's rights under this Act,
17 including:
18 (i) the partner's rights under Sections 401,
19 403, or 404;
20 (ii) the partner's right on dissociation to
21 have the partner's interest in the partnership
22 purchased pursuant to Section 701 or enforce any
23 other right under Article 6 or 7; or
24 (iii) the partner's right to compel a
25 dissolution and winding up of the partnership
26 business under Section 801 or enforce any other
27 right under Article 8; or
28 (3) enforce the rights and otherwise protect the
29 interests of the partner, including rights and interests
30 arising independently of the partnership relationship.
31 (c) The accrual of, and any time limitation on, a right
32 of action for a remedy under this Section is governed by
33 other law. A right to an accounting upon a dissolution and
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1 winding up does not revive a claim barred by law.
2 Section 406. Continuation of partnership beyond definite
3 term or particular undertaking.
4 (a) If a partnership for a definite term or particular
5 undertaking is continued, without an express agreement, after
6 the expiration of the term or completion of the undertaking,
7 the rights and duties of the partners remain the same as they
8 were at the expiration or completion, so far as is consistent
9 with a partnership at will.
10 (b) If the partners, or those of them who habitually
11 acted in the business during the term or undertaking,
12 continue the business without any settlement or liquidation
13 of the partnership, they are presumed to have agreed that the
14 partnership will continue.
15 ARTICLE 5
16 TRANSFEREES AND CREDITORS OF PARTNER
17 Section 501. Partner not co-owner of partnership
18 property. A partner is not a co-owner of partnership
19 property and has no interest in partnership property which
20 can be transferred, either voluntarily or involuntarily.
21 Section 502. Partner's transferable interest in
22 partnership. The only transferable interest of a partner in
23 the partnership is the partner's share of the profits and
24 losses of the partnership and the partner's right to receive
25 distributions. The interest is personal property.
26 Section 503. Transfer of partner's transferable
27 interest.
28 (a) A transfer, in whole or in part, of a partner's
29 transferable interest in the partnership:
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1 (1) is permissible;
2 (2) does not by itself cause the partner's
3 dissociation or a dissolution and winding up of the
4 partnership business; and
5 (3) does not, as against the other partners or the
6 partnership, entitle the transferee, during the
7 continuance of the partnership, to participate in the
8 management or conduct of the partnership business, to
9 require access to information concerning partnership
10 transactions, or to inspect or copy the partnership books
11 or records.
12 (b) A transferee of a partner's transferable interest in
13 the partnership has a right:
14 (1) to receive, in accordance with the transfer,
15 distributions to which the transferor would otherwise be
16 entitled;
17 (2) to receive upon the dissolution and winding up
18 of the partnership business, in accordance with the
19 transfer, the net amount otherwise distributable to the
20 transferor; and
21 (3) to seek under Section 801(6) a judicial
22 determination that it is equitable to wind up the
23 partnership business.
24 (c) In a dissolution and winding up, a transferee is
25 entitled to an account of partnership transactions only from
26 the date of the latest account agreed to by all of the
27 partners.
28 (d) Upon transfer, the transferor retains the rights and
29 duties of a partner other than the interest in distributions
30 transferred.
31 (e) A partnership need not give effect to a transferee's
32 rights under this Section until it has notice of the
33 transfer.
34 (f) A transfer of a partner's transferable interest in
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1 the partnership in violation of a restriction on transfer
2 contained in the partnership agreement is ineffective as to a
3 person having notice of the restriction at the time of
4 transfer.
5 Section 504. Partner's transferable interest subject to
6 charging order.
7 (a) On application by a judgment creditor of a partner
8 or of a partner's transferee, a court having jurisdiction may
9 charge the transferable interest of the judgment debtor to
10 satisfy the judgment. The court may appoint a receiver of
11 the share of the distributions due or to become due to the
12 judgment debtor in respect of the partnership and make all
13 other orders, directions, accounts, and inquiries the
14 judgment debtor might have made or which the circumstances of
15 the case may require.
16 (b) A charging order constitutes a lien on the judgment
17 debtor's transferable interest in the partnership. The court
18 may order a foreclosure of the interest subject to the
19 charging order at any time. The purchaser at the foreclosure
20 sale has the rights of a transferee.
21 (c) At any time before foreclosure, an interest charged
22 may be redeemed:
23 (1) by the judgment debtor;
24 (2) with property other than partnership property,
25 by one or more of the other partners; or
26 (3) with partnership property, by one or more of
27 the other partners with the consent of all of the
28 partners whose interests are not so charged.
29 (d) This Act does not deprive a partner of a right under
30 exemption laws with respect to the partner's interest in the
31 partnership.
32 (e) This Section provides the exclusive remedy by which
33 a judgment creditor of a partner or partner's transferee may
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1 satisfy a judgment out of the judgment debtor's transferable
2 interest in the partnership.
3 ARTICLE 6
4 PARTNER'S DISSOCIATION
5 Section 601. Events causing partner's dissociation. A
6 partner is dissociated from a partnership upon the occurrence
7 of any of the following events:
8 (1) the partnership's having notice of the
9 partner's express will to withdraw as a partner or on a
10 later date specified by the partner;
11 (2) an event agreed to in the partnership agreement
12 as causing the partner's dissociation;
13 (3) the partner's expulsion pursuant to the
14 partnership agreement;
15 (4) the partner's expulsion by the unanimous vote
16 of the other partners if:
17 (i) it is unlawful to carry on the partnership
18 business with that partner;
19 (ii) there has been a transfer of all or
20 substantially all of that partner's transferable
21 interest in the partnership, other than a transfer
22 for security purposes, or a court order charging the
23 partner's interest, which has not been foreclosed;
24 (iii) within 90 days after the partnership
25 notifies a corporate partner that it will be
26 expelled because it has filed a certificate of
27 dissolution or the equivalent, its charter has been
28 revoked, or its right to conduct business has been
29 suspended by the jurisdiction of its incorporation,
30 there is no revocation of the certificate of
31 dissolution or no reinstatement of its charter or
32 its right to conduct business; or
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1 (iv) a partnership that is a partner has been
2 dissolved and its business is being wound up;
3 (5) on application by the partnership or another
4 partner, the partner's expulsion by judicial
5 determination because:
6 (i) the partner engaged in wrongful conduct
7 that adversely and materially affected the
8 partnership business;
9 (ii) the partner willfully or persistently
10 committed a material breach of the partnership
11 agreement or of a duty owed to the partnership or
12 the other partners under Section 404; or
13 (iii) the partner engaged in conduct relating
14 to the partnership business which makes it not
15 reasonably practicable to carry on the business in
16 partnership with the partner;
17 (6) the partner's:
18 (i) becoming a debtor in bankruptcy;
19 (ii) executing an assignment for the benefit
20 of creditors;
21 (iii) seeking, consenting to, or acquiescing
22 in the appointment of a trustee, receiver, or
23 liquidator of that partner or of all or
24 substantially all of that partner's property; or
25 (iv) failing, within 90 days after the
26 appointment, to have vacated or stayed the
27 appointment of a trustee, receiver, or liquidator of
28 the partner or of all or substantially all of the
29 partner's property obtained without the partner's
30 consent or acquiescence, or failing within 90 days
31 after the expiration of a stay to have the
32 appointment vacated;
33 (7) in the case of a partner who is an individual:
34 (i) the partner's death;
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1 (ii) the appointment of a guardian or general
2 conservator for the partner; or
3 (iii) a judicial determination that the
4 partner has otherwise become incapable of performing
5 the partner's duties under the partnership
6 agreement;
7 (8) in the case of a partner that is a trust or is
8 acting as a partner by virtue of being a trustee of a
9 trust, distribution of the trust's entire transferable
10 interest in the partnership, but not merely by reason of
11 the substitution of a successor trustee;
12 (9) in the case of a partner that is an estate or
13 is acting as a partner by virtue of being a personal
14 representative of an estate, distribution of the estate's
15 entire transferable interest in the partnership, but not
16 merely by reason of the substitution of a successor
17 personal representative; or
18 (10) termination of a partner who is not an
19 individual, partnership, corporation, trust, or estate.
20 Section 602. Partner's power to dissociate; wrongful
21 dissociation.
22 (a) A partner has the power to dissociate at any time,
23 rightfully or wrongfully, by express will pursuant to Section
24 601(1).
25 (b) A partner's dissociation is wrongful only if:
26 (1) it is in breach of an express provision of the
27 partnership agreement; or
28 (2) in the case of a partnership for a definite
29 term or particular undertaking, before the expiration of
30 the term or the completion of the undertaking:
31 (i) the partner withdraws by express will,
32 unless the withdrawal follows within 90 days after
33 another partner's dissociation by death or otherwise
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1 under Section 601(6) through (10) or wrongful
2 dissociation under this subsection;
3 (ii) the partner is expelled by judicial
4 determination under Section 601(5);
5 (iii) the partner is dissociated by becoming a
6 debtor in bankruptcy; or
7 (iv) in the case of a partner who is not an
8 individual, trust other than a business trust, or
9 estate, the partner is expelled or otherwise
10 dissociated because it willfully dissolved or
11 terminated.
12 (c) A partner who wrongfully dissociates is liable to
13 the partnership and to the other partners for damages caused
14 by the dissociation. The liability is in addition to any
15 other obligation of the partner to the partnership or to the
16 other partners.
17 Section 603. Effect of partner's dissociation.
18 (a) If a partner's dissociation results in a dissolution
19 and winding up of the partnership business, Article 8
20 applies; otherwise, Article 7 applies.
21 (b) Upon a partner's dissociation:
22 (1) the partner's right to participate in the
23 management and conduct of the partnership business
24 terminates, except as otherwise provided in Section 803;
25 (2) the partner's duty of loyalty under Section
26 404(b)(3) terminates; and
27 (3) the partner's duty of loyalty under Section
28 404(b)(1) and (2) and duty of care under Section 404(c)
29 continue only with regard to matters arising and events
30 occurring before the partner's dissociation, unless the
31 partner participates in winding up the partnership's
32 business pursuant to Section 803.
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1 ARTICLE 7
2 PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
3 Section 701. Purchase of dissociated partner's interest.
4 (a) If a partner is dissociated from a partnership
5 without resulting in a dissolution and winding up of the
6 partnership business under Section 801, the partnership shall
7 cause the dissociated partner's interest in the partnership
8 to be purchased for a buyout price determined pursuant to
9 subsection (b).
10 (b) The buyout price of a dissociated partner's interest
11 is the amount that would have been distributable to the
12 dissociating partner under Section 807(b) if, on the date of
13 dissociation, the assets of the partnership were sold at a
14 price equal to the greater of the liquidation value or the
15 value based on a sale of the entire business as a going
16 concern without the dissociated partner and the partnership
17 were wound up as of that date. Interest must be paid from
18 the date of dissociation to the date of payment.
19 (c) Damages for wrongful dissociation under Section
20 602(b), and all other amounts owing, whether or not presently
21 due, from the dissociated partner to the partnership, must be
22 offset against the buyout price. Interest must be paid from
23 the date the amount owed becomes due to the date of payment.
24 (d) A partnership shall indemnify a dissociated partner
25 whose interest is being purchased against all partnership
26 liabilities, whether incurred before or after the
27 dissociation, except liabilities incurred by an act of the
28 dissociated partner under Section 702.
29 (e) If no agreement for the purchase of a dissociated
30 partner's interest is reached within 120 days after a written
31 demand for payment, the partnership shall pay, or cause to be
32 paid, in cash to the dissociated partner the amount the
33 partnership estimates to be the buyout price and accrued
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1 interest, reduced by any offsets and accrued interest under
2 subsection (c).
3 (f) If a deferred payment is authorized under subsection
4 (h), the partnership may tender a written offer to pay the
5 amount it estimates to be the buyout price and accrued
6 interest, reduced by any offsets under subsection (c),
7 stating the time of payment, the amount and type of security
8 for payment, and the other terms and conditions of the
9 obligation.
10 (g) The payment or tender required by subsection (e) or
11 (f) must be accompanied by the following:
12 (1) a statement of partnership assets and
13 liabilities as of the date of dissociation;
14 (2) the latest available partnership balance sheet
15 and income statement, if any;
16 (3) an explanation of how the estimated amount of
17 the payment was calculated; and
18 (4) written notice that the payment is in full
19 satisfaction of the obligation to purchase unless, within
20 120 days after the written notice, the dissociated
21 partner commences an action to determine the buyout
22 price, any offsets under subsection (c), or other terms
23 of the obligation to purchase.
24 (h) A partner who wrongfully dissociates before the
25 expiration of a definite term or the completion of a
26 particular undertaking is not entitled to payment of any
27 portion of the buyout price until the expiration of the term
28 or completion of the undertaking, unless the partner
29 establishes to the satisfaction of the court that earlier
30 payment will not cause undue hardship to the business of the
31 partnership. A deferred payment must be adequately secured
32 and bear interest.
33 (i) A dissociated partner may maintain an action against
34 the partnership, pursuant to Section 405(b)(2)(ii), to
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1 determine the buyout price of that partner's interest, any
2 offsets under subsection (c), or other terms of the
3 obligation to purchase. The action must be commenced within
4 120 days after the partnership has tendered payment or an
5 offer to pay or within one year after written demand for
6 payment if no payment or offer to pay is tendered. The court
7 shall determine the buyout price of the dissociated partner's
8 interest, any offset due under subsection (c), and accrued
9 interest, and enter judgment for any additional payment or
10 refund. If deferred payment is authorized under subsection
11 (h), the court shall also determine the security for payment
12 and other terms of the obligation to purchase. The court may
13 assess reasonable attorney's fees and the fees and expenses
14 of appraisers or other experts for a party to the action, in
15 amounts the court finds equitable, against a party that the
16 court finds acted arbitrarily, vexatiously, or not in good
17 faith. The finding may be based on the partnership's failure
18 to tender payment or an offer to pay or to comply with
19 subsection (g).
20 Section 702. Dissociated partner's power to bind and
21 liability to partnership.
22 (a) For two years after a partner dissociates without
23 resulting in a dissolution and winding up of the partnership
24 business, the partnership, including a surviving partnership
25 under Article 9, is bound by an act of the dissociated
26 partner which would have bound the partnership under Section
27 301 before dissociation only if at the time of entering into
28 the transaction the other party:
29 (1) reasonably believed that the dissociated
30 partner was then a partner;
31 (2) did not have notice of the partner's
32 dissociation; and
33 (3) is not deemed to have had knowledge under
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1 Section 303(e) or notice under Section 704(c).
2 (b) A dissociated partner is liable to the partnership
3 for any damage caused to the partnership arising from an
4 obligation incurred by the dissociated partner after
5 dissociation for which the partnership is liable under
6 subsection (a).
7 Section 703. Dissociated partner's liability to other
8 persons.
9 (a) A partner's dissociation does not of itself
10 discharge the partner's liability for a partnership
11 obligation incurred before dissociation. A dissociated
12 partner is not liable for a partnership obligation incurred
13 after dissociation, except as otherwise provided in
14 subsection (b).
15 (b) A partner who dissociates without resulting in a
16 dissolution and winding up of the partnership business is
17 liable as a partner to the other party in a transaction
18 entered into by the partnership, or a surviving partnership
19 under Article 9, within 2 years after the partner's
20 dissociation, only if the partner is liable for the
21 obligation under Section 306 and at the time of entering into
22 the transaction the other party:
23 (1) reasonably believed that the dissociated
24 partner was then a partner;
25 (2) did not have notice of the partner's
26 dissociation; and
27 (3) is not deemed to have had knowledge under
28 Section 303(e) or notice under Section 704(c).
29 (c) By agreement with the partnership creditor and the
30 partners continuing the business, a dissociated partner may
31 be released from liability for a partnership obligation.
32 (d) A dissociated partner is released from liability for
33 a partnership obligation if a partnership creditor, with
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1 notice of the partner's dissociation but without the
2 partner's consent, agrees to a material alteration in the
3 nature or time of payment of a partnership obligation.
4 Section 704. Statement of dissociation.
5 (a) A dissociated partner or the partnership may file a
6 statement of dissociation stating the name of the partnership
7 and that the partner is dissociated from the partnership.
8 (b) A statement of dissociation is a limitation on the
9 authority of a dissociated partner for the purposes of
10 Section 303(d) and (e).
11 (c) For the purposes of Sections 702(a)(3) and
12 703(b)(3), a person not a partner is deemed to have notice of
13 the dissociation 90 days after the statement of dissociation
14 is filed.
15 Section 705. Continued use of partnership name.
16 Continued use of a partnership name, or a dissociated
17 partner's name as part thereof, by partners continuing the
18 business does not of itself make the dissociated partner
19 liable for an obligation of the partners or the partnership
20 continuing the business.
21 ARTICLE 8
22 WINDING UP PARTNERSHIP BUSINESS
23 Section 801. Events causing dissolution and winding up
24 of partnership business. A partnership is dissolved, and its
25 business must be wound up, only upon the occurrence of any of
26 the following events:
27 (1) in a partnership at will, the partnership's
28 having notice from a partner, other than a partner who is
29 dissociated under Section 601(2) through (10), of that
30 partner's express will to withdraw as a partner, or on a
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1 later date specified by the partner;
2 (2) in a partnership for a definite term or
3 particular undertaking:
4 (i) within 90 days after a partner's
5 dissociation by death or otherwise under Section
6 601(6) through (10) or wrongful dissociation under
7 Section 602(b), the express will of at least half of
8 the remaining partners to wind up the partnership
9 business for which purpose a partner's rightful
10 dissociation pursuant to Section 602(b)(2)(i)
11 constitutes the expression of that partner's will to
12 wind up the partnership business;
13 (ii) the express will of all of the partners
14 to wind up the partnership business; or
15 (iii) the expiration of the term or the
16 completion of the undertaking;
17 (3) an event agreed to in the partnership agreement
18 resulting in the winding up of the partnership business;
19 (4) an event that makes it unlawful for all or
20 substantially all of the business of the partnership to
21 be continued, but a cure of illegality within 90 days
22 after notice to the partnership of the event is effective
23 retroactively to the date of the event for purposes of
24 this Section;
25 (5) on application by a partner, a judicial
26 determination that:
27 (i) the economic purpose of the partnership is
28 likely to be unreasonably frustrated;
29 (ii) another partner has engaged in conduct
30 relating to the partnership business which makes it
31 not reasonably practicable to carry on the business
32 in partnership with that partner; or
33 (iii) it is not otherwise reasonably
34 practicable to carry on the partnership business in
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1 conformity with the partnership agreement; or
2 (6) on application by a transferee of a partner's
3 transferable interest, a judicial determination that it
4 is equitable to wind up the partnership business:
5 (i) after the expiration of the term or
6 completion of the undertaking, if the partnership
7 was for a definite term or particular undertaking at
8 the time of the transfer or entry of the charging
9 order that gave rise to the transfer; or
10 (ii) at any time, if the partnership was a
11 partnership at will at the time of the transfer or
12 entry of the charging order that gave rise to the
13 transfer.
14 Section 802. Partnership continues after dissolution.
15 (a) Subject to subsection (b), a partnership continues
16 after dissolution only for the purpose of winding up its
17 business. The partnership is terminated when the winding up
18 of its business is completed.
19 (b) At any time after the dissolution of a partnership
20 and before the winding up of its business is completed, all
21 of the partners, including any dissociating partner other
22 than a wrongfully dissociating partner, may waive the right
23 to have the partnership's business wound up and the
24 partnership terminated. In that event:
25 (1) the partnership resumes carrying on its
26 business as if dissolution had never occurred, and any
27 liability incurred by the partnership or a partner after
28 the dissolution and before the waiver is determined as if
29 dissolution had never occurred; and
30 (2) the rights of a third party accruing under
31 Section 804(1) or arising out of conduct in reliance on
32 the dissolution before the third party knew or received a
33 notification of the waiver may not be adversely affected.
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1 Section 803. Right to wind up partnership business.
2 (a) After dissolution, a partner who has not wrongfully
3 dissociated may participate in winding up the partnership's
4 business, but on application of any partner, partner's legal
5 representative, or transferee, the circuit court, for good
6 cause shown, may order judicial supervision of the winding
7 up.
8 (b) The legal representative of the last surviving
9 partner may wind up a partnership's business.
10 (c) A person winding up a partnership's business may
11 preserve the partnership business or property as a going
12 concern for a reasonable time, prosecute and defend actions
13 and proceedings, whether civil, criminal, or administrative,
14 settle and close the partnership's business, dispose of and
15 transfer the partnership's property, discharge the
16 partnership's liabilities, distribute the assets of the
17 partnership pursuant to Section 807, settle disputes by
18 mediation or arbitration, and perform other necessary acts.
19 Section 804. Partner's power to bind partnership after
20 dissolution. Subject to Section 805, a partnership is bound
21 by a partner's act after dissolution that:
22 (1) is appropriate for winding up the partnership
23 business; or
24 (2) would have bound the partnership under Section
25 301 before dissolution, if the other party to the
26 transaction did not have notice of the dissolution.
27 Section 805. Statement of dissolution.
28 (a) After dissolution, a partner who has not wrongfully
29 dissociated may file a statement of dissolution stating the
30 name of the partnership and that the partnership has
31 dissolved and is winding up its business.
32 (b) A statement of dissolution cancels a filed statement
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1 of partnership authority for the purposes of Section 303(d)
2 and is a limitation on authority for the purposes of Section
3 303(e).
4 (c) For the purposes of Sections 301 and 804, a person
5 not a partner is deemed to have notice of the dissolution and
6 the limitation on the partners' authority as a result of the
7 statement of dissolution 90 days after it is filed.
8 (d) After filing and, if appropriate, recording a
9 statement of dissolution, a dissolved partnership may file
10 and, if appropriate, record a statement of partnership
11 authority which will operate with respect to a person not a
12 partner as provided in Section 303(d) and (e) in any
13 transaction, whether or not the transaction is appropriate
14 for winding up the partnership business.
15 Section 806. Partner's liability to other partners after
16 dissolution.
17 (a) Except as otherwise provided in subsection (b) and
18 Section 306, after dissolution a partner is liable to the
19 other partners for the partner's share of any partnership
20 liability incurred under Section 804.
21 (b) A partner who, with knowledge of the dissolution,
22 incurs a partnership liability under Section 804(2) by an act
23 that is not appropriate for winding up the partnership
24 business is liable to the partnership for any damage caused
25 to the partnership arising from the liability.
26 Section 807. Settlement of accounts and contributions
27 among partners.
28 (a) In winding up a partnership's business, the assets
29 of the partnership, including the contributions of the
30 partners required by this Section, must be applied to
31 discharge its obligations to creditors, including, to the
32 extent permitted by law, partners who are creditors. Any
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1 surplus must be applied to pay in cash the net amount
2 distributable to partners in accordance with their right to
3 distributions under subsection (b).
4 (b) Each partner is entitled to a settlement of all
5 partnership accounts upon winding up the partnership
6 business. In settling accounts among the partners, the
7 profits and losses that result from the liquidation of the
8 partnership assets must be credited and charged to the
9 partners' accounts. The partnership shall make a
10 distribution to a partner in an amount equal to any excess of
11 the credits over the charges in the partner's account. A
12 partner shall contribute to the partnership an amount equal
13 to any excess of the charges over the credits in the
14 partner's account but excluding from the calculation charges
15 attributable to an obligation for which the partner is not
16 personally liable under Section 306.
17 (c) If a partner fails to contribute the full amount
18 required under subsection (b), all of the other partners
19 shall contribute, in the proportions in which those partners
20 share partnership losses, the additional amount necessary to
21 satisfy the partnership obligations for which they are
22 personally liable under Section 306. A partner or partner's
23 legal representative may recover from the other partners any
24 contributions the partner makes to the extent the amount
25 contributed exceeds that partner's share of the partnership
26 obligations for which the partner is personally liable under
27 Section 306.
28 (d) After the settlement of accounts, each partner shall
29 contribute, in the proportion in which the partner shares
30 partnership losses, the amount necessary to satisfy
31 partnership obligations that were not known at the time of
32 the settlement and for which the partner is personally liable
33 under Section 306.
34 (e) The estate of a deceased partner is liable for the
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1 partner's obligation to contribute to the partnership.
2 (f) An assignee for the benefit of creditors of a
3 partnership or a partner, or a person appointed by a court to
4 represent creditors of a partnership or a partner, may
5 enforce a partner's obligation to contribute to the
6 partnership.
7 ARTICLE 9
8 CONVERSIONS AND MERGERS
9 Section 901. Definitions. In this Article:
10 (1) "General partner" means a partner in a partnership
11 and a general partner in a limited partnership.
12 (2) "Limited partner" means a limited partner in a
13 limited partnership.
14 (3) "Limited partnership" means a limited partnership
15 created under the Revised Uniform Limited Partnership Act,
16 predecessor law, or comparable law of another jurisdiction.
17 (4) "Partner" includes both a general partner and a
18 limited partner.
19 Section 902. Conversion of partnership to limited
20 partnership.
21 (a) A partnership may be converted to a limited
22 partnership pursuant to this Section.
23 (b) The terms and conditions of a conversion of a
24 partnership to a limited partnership must be approved by all
25 of the partners or by a number or percentage specified for
26 conversion in the partnership agreement.
27 (c) After the conversion is approved by the partners,
28 the partnership shall file a certificate of limited
29 partnership in the jurisdiction in which the limited
30 partnership is to be formed. The certificate must include:
31 (1) a statement that the partnership was converted
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1 to a limited partnership from a partnership;
2 (2) its former name; and
3 (3) a statement of the number of votes cast by the
4 partners for and against the conversion and, if the vote
5 is less than unanimous, the number or percentage required
6 to approve the conversion under the partnership
7 agreement.
8 (d) The conversion takes effect when the certificate of
9 limited partnership is filed or at any later date specified
10 in the certificate.
11 (e) A general partner who becomes a limited partner as a
12 result of the conversion remains liable as a general partner
13 for an obligation incurred by the partnership before the
14 conversion takes effect. If the other party to a transaction
15 with the limited partnership reasonably believes when
16 entering the transaction that the limited partner is a
17 general partner, the limited partner is liable for an
18 obligation incurred by the limited partnership within 90 days
19 after the conversion takes effect. The limited partner's
20 liability for all other obligations of the limited
21 partnership incurred after the conversion takes effect is
22 that of a limited partner as provided in the Revised Uniform
23 Limited Partnership Act.
24 Section 903. Conversion of limited partnership to
25 partnership.
26 (a) A limited partnership may be converted to a
27 partnership pursuant to this Section.
28 (b) Notwithstanding a provision to the contrary in a
29 limited partnership agreement, the terms and conditions of a
30 conversion of a limited partnership to a partnership must be
31 approved by all of the partners.
32 (c) After the conversion is approved by the partners,
33 the limited partnership shall cancel its certificate of
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1 limited partnership.
2 (d) The conversion takes effect when the certificate of
3 limited partnership is canceled.
4 (e) A limited partner who becomes a general partner as a
5 result of the conversion remains liable only as a limited
6 partner for an obligation incurred by the limited partnership
7 before the conversion takes effect. Except as otherwise
8 provided in Section 306, the partner is liable as a general
9 partner for an obligation of the partnership incurred after
10 the conversion takes effect.
11 Section 904. Effect of conversion; entity unchanged.
12 (a) A partnership or limited partnership that has been
13 converted pursuant to this Article is for all purposes the
14 same entity that existed before the conversion.
15 (b) When a conversion takes effect:
16 (1) all property owned by the converting
17 partnership or limited partnership remains vested in the
18 converted entity;
19 (2) all obligations of the converting partnership
20 or limited partnership continue as obligations of the
21 converted entity; and
22 (3) an action or proceeding pending against the
23 converting partnership or limited partnership may be
24 continued as if the conversion had not occurred.
25 Section 905. Merger of partnerships.
26 (a) Pursuant to a plan of merger approved as provided in
27 subsection (c), a partnership may be merged with one or more
28 partnerships or limited partnerships.
29 (b) The plan of merger must set forth:
30 (1) the name of each partnership or limited
31 partnership that is a party to the merger;
32 (2) the name of the surviving entity into which the
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1 other partnerships or limited partnerships will merge;
2 (3) whether the surviving entity is a partnership
3 or a limited partnership and the status of each partner;
4 (4) the terms and conditions of the merger;
5 (5) the manner and basis of converting the
6 interests of each party to the merger into interests or
7 obligations of the surviving entity, or into money or
8 other property in whole or part; and
9 (6) the street address of the surviving entity's
10 chief executive office.
11 (c) The plan of merger must be approved:
12 (1) in the case of a partnership that is a party to
13 the merger, by all of the partners, or a number or
14 percentage specified for merger in the partnership
15 agreement; and
16 (2) in the case of a limited partnership that is a
17 party to the merger, by the vote required for approval of
18 a merger by the law of the State or foreign jurisdiction
19 in which the limited partnership is organized and, in the
20 absence of such a specifically applicable law, by all of
21 the partners, notwithstanding a provision to the contrary
22 in the partnership agreement.
23 (d) After a plan of merger is approved and before the
24 merger takes effect, the plan may be amended or abandoned as
25 provided in the plan.
26 (e) The merger takes effect on the later of:
27 (1) the approval of the plan of merger by all
28 parties to the merger, as provided in subsection (c);
29 (2) the filing of all documents required by law to
30 be filed as a condition to the effectiveness of the
31 merger; or
32 (3) any effective date specified in the plan of
33 merger.
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1 Section 906. Effect of merger.
2 (a) When a merger takes effect:
3 (1) the separate existence of every partnership or
4 limited partnership that is a party to the merger, other
5 than the surviving entity, ceases;
6 (2) all property owned by each of the merged
7 partnerships or limited partnerships vests in the
8 surviving entity;
9 (3) except as otherwise provided in Section 306,
10 all obligations of every partnership or limited
11 partnership that is a party to the merger become the
12 obligations of the surviving entity; and
13 (4) an action or proceeding pending against a
14 partnership or limited partnership that is a party to the
15 merger may be continued as if the merger had not
16 occurred, or the surviving entity may be substituted as a
17 party to the action or proceeding.
18 (b) The Secretary of State of this State is the agent
19 for service of process in an action or proceeding against a
20 surviving foreign partnership or limited partnership to
21 enforce an obligation of a domestic partnership or limited
22 partnership that is a party to a merger. The surviving
23 entity shall promptly notify the Secretary of State of the
24 mailing address of its chief executive office and of any
25 change of address. Upon receipt of process, the Secretary of
26 State shall mail a copy of the process to the surviving
27 foreign partnership or limited partnership.
28 (c) A partner of the surviving partnership or limited
29 partnership is liable for:
30 (1) all obligations of a party to the merger for
31 which the partner was personally liable before the
32 merger;
33 (2) all other obligations of the surviving entity
34 incurred before the merger by a party to the merger, but
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1 those obligations may be satisfied only out of property
2 of the entity; and
3 (3) except as otherwise provided in Section 306,
4 all obligations of the surviving entity incurred after
5 the merger takes effect, but those obligations may be
6 satisfied only out of property of the entity if the
7 partner is a limited partner.
8 (d) If the obligations incurred before the merger by a
9 party to the merger are not satisfied out of the property of
10 the surviving partnership or limited partnership, the general
11 partners of that party immediately before the effective date
12 of the merger shall contribute the amount necessary to
13 satisfy that party's obligations to the surviving entity, in
14 the manner provided in Section 807 or in the limited
15 partnership Act of the jurisdiction in which the party was
16 formed, as the case may be, as if the merged party were
17 dissolved.
18 (e) A partner of a party to a merger who does not become
19 a partner of the surviving partnership or limited partnership
20 is dissociated from the entity, of which that partner was a
21 partner, as of the date the merger takes effect. The
22 surviving entity shall cause the partner's interest in the
23 entity to be purchased under Section 701 or another statute
24 specifically applicable to that partner's interest with
25 respect to a merger. The surviving entity is bound under
26 Section 702 by an act of a general partner dissociated under
27 this subsection, and the partner is liable under Section 703
28 for transactions entered into by the surviving entity after
29 the merger takes effect.
30 Section 907. Statement of merger.
31 (a) After a merger, the surviving partnership or limited
32 partnership may file a statement that one or more
33 partnerships or limited partnerships have merged into the
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1 surviving entity.
2 (b) A statement of merger must contain:
3 (1) the name of each partnership or limited
4 partnership that is a party to the merger;
5 (2) the name of the surviving entity into which the
6 other partnerships or limited partnership were merged;
7 (3) the street address of the surviving entity's
8 chief executive office and of an office in this State, if
9 any; and
10 (4) whether the surviving entity is a partnership
11 or a limited partnership.
12 (c) Except as otherwise provided in subsection (d), for
13 the purposes of Section 302, property of the surviving
14 partnership or limited partnership which before the merger
15 was held in the name of another party to the merger is
16 property held in the name of the surviving entity upon filing
17 a statement of merger.
18 (d) For the purposes of Section 302, real property of
19 the surviving partnership or limited partnership which before
20 the merger was held in the name of another party to the
21 merger is property held in the name of the surviving entity
22 upon recording a certified copy of the statement of merger in
23 the office for recording transfers of that real property.
24 (e) A filed and, if appropriate, recorded statement of
25 merger, executed and declared to be accurate pursuant to
26 Section 105(c), stating the name of a partnership or limited
27 partnership that is a party to the merger in whose name
28 property was held before the merger and the name of the
29 surviving entity, but not containing all of the other
30 information required by subsection (b), operates with respect
31 to the partnerships or limited partnerships named to the
32 extent provided in subsections (c) and (d).
33 Section 908. Nonexclusive. This Article is not
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1 exclusive. Partnerships or limited partnerships may be
2 converted or merged in any other manner provided by law.
3 ARTICLE 10
4 LIMITED LIABILITY PARTNERSHIP
5 Section 1001. Statement of qualification.
6 (a) A partnership may become a limited liability
7 partnership pursuant to this Section.
8 (b) The terms and conditions on which a partnership
9 becomes a limited liability partnership must be approved by
10 the vote necessary to amend the partnership agreement except,
11 in the case of a partnership agreement that expressly
12 considers obligations to contribute to the partnership, the
13 vote necessary to amend those provisions.
14 (c) After the approval required by subsection (b), a
15 partnership may become a limited liability partnership by
16 filing a statement of qualification. The statement must
17 contain:
18 (1) the name of the partnership;
19 (2) the street address of the partnership's chief
20 executive office and, if different, the street address of
21 an office in this State, if any;
22 (3) if the partnership does not have an office in
23 this State, the name and street address of the
24 partnership's agent for service of process;
25 (4) a statement that the partnership elects to be a
26 limited liability partnership; and
27 (5) a deferred effective date, if any.
28 (d) The agent of a limited liability partnership for
29 service of process must be an individual who is a resident of
30 this State or other person authorized to do business in this
31 State.
32 (e) The status of a partnership as a limited liability
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1 partnership is effective on the later of the filing of the
2 statement or a date specified in the statement. The status
3 remains effective, regardless of changes in the partnership,
4 until it is canceled pursuant to Section 105(d) or revoked
5 pursuant to Section 1003.
6 (f) The status of a partnership as a limited liability
7 partnership and the liability of its partners is not affected
8 by errors or later changes in the information required to be
9 contained in the statement of qualification under subsection
10 (c).
11 (g) The filing of a statement of qualification
12 establishes that a partnership has satisfied all conditions
13 precedent to the qualification of the partnership as a
14 limited liability partnership.
15 (h) An amendment or cancellation of a statement of
16 qualification is effective when it is filed or on a deferred
17 effective date specified in the amendment or cancellation.
18 Section 1002. Name. The name of a limited liability
19 partnership must end with "Registered Limited Liability
20 Partnership", "Limited Liability Partnership", "R.L.L.P.",
21 "L.L.P.", "RLLP," or "LLP".
22 Section 1003. Annual Report.
23 (a) A limited liability partnership, and a foreign
24 limited liability partnership authorized to transact business
25 in this State, shall file an annual report in the office of
26 the Secretary of State which contains:
27 (1) the name of the limited liability partnership
28 and the State or other jurisdiction under whose laws the
29 foreign limited liability partnership is formed;
30 (2) the street address of the partnership's chief
31 executive office and, if different, the street address of
32 an office of the partnership in this State, if any; and
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1 (3) if the partnership does not have an office in
2 this State, the name and street address of the
3 partnership's current agent for service of process.
4 (b) An annual report must be filed between January 1 and
5 April 1 of each year following the calendar year in which a
6 partnership files a statement of qualification or a foreign
7 partnership becomes authorized to transact business in this
8 State.
9 (c) The Secretary of State may revoke the statement of
10 qualification of a partnership that fails to file an annual
11 report when due or pay the required filing fee. To do so,
12 the Secretary of State shall provide the partnership at least
13 60 days' written notice of intent to revoke the statement.
14 The notice must be mailed to the partnership at its chief
15 executive office set forth in the last filed statement of
16 qualification or annual report. The notice must specify the
17 annual report that has not been filed, the fee that has not
18 been paid, and the effective date of the revocation. The
19 revocation is not effective if the annual report is filed and
20 the fee is paid before the effective date of the revocation.
21 (d) A revocation under subsection (c) only affects a
22 partnership's status as a limited liability partnership and
23 is not an event of dissolution of the partnership.
24 (e) A partnership whose statement of qualification has
25 been revoked may apply to the Secretary of State for
26 reinstatement within two years after the effective date of
27 the revocation. The application must state:
28 (1) the name of the partnership and the effective
29 date of the revocation; and
30 (2) that the ground for revocation either did not
31 exist or has been corrected.
32 (f) A reinstatement under subsection (e) relates back to
33 and takes effect as of the effective date of the revocation,
34 and the partnership's status as a limited liability
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1 partnership continues as if the revocation had never
2 occurred.
3 ARTICLE 11
4 FOREIGN LIMITED LIABILITY PARTNERSHIP
5 Section 1101. Law governing foreign limited liability
6 partnership.
7 (a) The law under which a foreign limited liability
8 partnership is formed governs relations among the partners
9 and between the partners and the partnership and the
10 liability of partners for obligations of the partnership.
11 (b) A foreign limited liability partnership may not be
12 denied a statement of foreign qualification by reason of any
13 difference between the law under which the partnership was
14 formed and the law of this State.
15 (c) A statement of foreign qualification does not
16 authorize a foreign limited liability partnership to engage
17 in any business or exercise any power that a partnership may
18 not engage in or exercise in this State as a limited
19 liability partnership.
20 Section 1102. Statement of foreign qualification.
21 (a) Before transacting business in this State, a foreign
22 limited liability partnership must file a statement of
23 foreign qualification. The statement must contain:
24 (1) the name of the foreign limited liability
25 partnership which satisfies the requirements of the State
26 or other jurisdiction under whose law it is formed and
27 ends with "Registered Limited Liability Partnership",
28 "Limited Liability Partnership", "R.L.L.P.", "L.L.P.",
29 "RLLP," or "LLP";
30 (2) the street address of the partnership's chief
31 executive office and, if different, the street address of
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1 an office of the partnership in this State, if any;
2 (3) if there is no office of the partnership in
3 this State, the name and street address of the
4 partnership's agent for service of process; and
5 (4) a deferred effective date, if any.
6 (b) The agent of a foreign limited liability company for
7 service of process must be an individual who is a resident of
8 this State or other person authorized to do business in this
9 State.
10 (c) The status of a partnership as a foreign limited
11 liability partnership is effective on the later of the filing
12 of the statement of foreign qualification or a date specified
13 in the statement. The status remains effective, regardless
14 of changes in the partnership, until it is canceled pursuant
15 to Section 105(d) or revoked pursuant to Section 1003.
16 (d) An amendment or cancellation of a statement of
17 foreign qualification is effective when it is filed or on a
18 deferred effective date specified in the amendment or
19 cancellation.
20 Section 1103. Effect of failure to qualify.
21 (a) A foreign limited liability partnership transacting
22 business in this State may not maintain an action or
23 proceeding in this State unless it has in effect a statement
24 of foreign qualification.
25 (b) The failure of a foreign limited liability
26 partnership to have in effect a statement of foreign
27 qualification does not impair the validity of a contract or
28 act of the foreign limited liability partnership or preclude
29 it from defending an action or proceeding in this State.
30 (c) A limitation on personal liability of a partner is
31 not waived solely by transacting business in this State
32 without a statement of foreign qualification.
33 (d) If a foreign limited liability partnership transacts
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1 business in this State without a statement of foreign
2 qualification, the Secretary of State is its agent for
3 service of process with respect to a right of action arising
4 out of the transaction of business in this State.
5 Section 1104. Activities not constituting transacting
6 business.
7 (a) Activities of a foreign limited liability
8 partnership which do not constitute transacting business for
9 the purpose of this Article include:
10 (1) maintaining, defending, or settling an action
11 or proceeding;
12 (2) holding meetings of its partners or carrying on
13 any other activity concerning its internal affairs;
14 (3) maintaining bank accounts;
15 (4) maintaining offices or agencies for the
16 transfer, exchange, and registration of the partnership's
17 own securities or maintaining trustees or depositories
18 with respect to those securities;
19 (5) selling through independent contractors;
20 (6) soliciting or obtaining orders, whether by mail
21 or through employees or agents or otherwise, if the
22 orders require acceptance outside this State before they
23 become contracts;
24 (7) creating or acquiring indebtedness, with or
25 without a mortgage, or other security interest in
26 property;
27 (8) collecting debts or foreclosing mortgages or
28 other security interests in property securing the debts,
29 and holding, protecting, and maintaining property so
30 acquired;
31 (9) conducting an isolated transaction that is
32 completed within 30 days and is not one in the course of
33 similar transactions; and
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1 (10) transacting business in interstate commerce.
2 (b) For purposes of this Article, the ownership in this
3 State of income-producing real property or tangible personal
4 property, other than property excluded under subsection (a),
5 constitutes transacting business in this State.
6 (c) This section does not apply in determining the
7 contacts or activities that may subject a foreign limited
8 liability partnership to service of process, taxation, or
9 regulation under any other law of this State.
10 Section 1105. Action by Attorney General. The Attorney
11 General may maintain an action to restrain a foreign limited
12 liability partnership from transacting business in this State
13 in violation of this Article.
14 ARTICLE 12
15 MISCELLANEOUS PROVISIONS
16 Section 1201. Uniformity of application and
17 construction. This Act shall be applied and construed to
18 effectuate its general purpose to make uniform the law with
19 respect to the subject of this Act among states enacting it.
20 Section 1202. Short title. (See Section 100 for short
21 title.)
22 Section 1203. Severability clause. If any provision of
23 this Act or its application to any person or circumstance is
24 held invalid, the invalidity does not affect other provisions
25 or applications of this Act which can be given effect without
26 the invalid provision or application, and to this end the
27 provisions of this Act are severable.
28 Section 1204. Effective date. (See Section 1299 for
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1 effective date.)
2 Section 1205. Repeals. (See Section 1290 for delayed
3 repeal of the Uniform Partnership Act.)
4 Section 1206. Applicability.
5 (a) Before January 1, 2005, this Act governs only a
6 partnership formed:
7 (1) on or after January 1, 2000, unless that
8 partnership is continuing the business of a dissolved
9 partnership under Section 41 of the Uniform Partnership
10 Act; and
11 (2) before January 1, 2000, that elects, as
12 provided by subsection (c), to be governed by this Act.
13 (b) On and after January 1, 2005, this Act governs all
14 partnerships.
15 (c) Before January 1, 2005, a partnership voluntarily
16 may elect, in the manner provided in its partnership
17 agreement or by law for amending the partnership agreement,
18 to be governed by this Act. The provisions of this Act
19 relating to the liability of the partnership's partners to
20 third parties apply to limit those partners' liability to a
21 third party who had done business with the partnership within
22 one year preceding the partnership's election to be governed
23 by this Act, only if the third party knows or has received a
24 notification of the partnership's election to be governed by
25 this Act.
26 Section 1207. Savings clause. This Act does not affect
27 an action or proceeding commenced or right accrued before
28 this Act takes effect.
29 Section 1290. The Uniform Partnership Act is amended by
30 adding Part VII as follows:
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1 (805 ILCS 205/Part VII heading new)
2 PART VII. APPLICABILITY; REPEAL
3 (805 ILCS 205/90 new)
4 Sec. 90. Applicability of Act.
5 (a) Except as provided in subsection (b), this Act
6 governs a partnership formed before January 1, 2000. This
7 Act governs a partnership formed after December 31, 1999 and
8 before January 1, 2005 only if that partnership is continuing
9 the business of a dissolved partnership under Section 41. A
10 partnership may not be formed under this Act on or after
11 January 1, 2000 unless it is continuing the business of a
12 dissolved partnership under Section 41.
13 (b) A partnership formed before January 1, 2000 may
14 voluntarily elect to be governed, before January 1, 2005, by
15 the Uniform Partnership Act (1994) as provided in Section
16 1206 of that Act.
17 (805 ILCS 205/95 new)
18 Sec. 95. Repeal. This Act is repealed on January 1,
19 2005.
20 Section 1295. The Revised Uniform Limited Partnership
21 Act is amended by changing Sections 201 and 1204 and adding
22 Section 805 as follows:
23 (805 ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
24 Sec. 201. Certificate of Limited Partnership.
25 (a) In order to form a limited partnership, a
26 certificate of limited partnership must be executed and filed
27 in the office of the Secretary of State in Springfield or
28 Chicago. Certificates may be filed in such additional
29 offices as the Secretary of State may designate. The
30 certificate shall set forth:
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1 (1) the name of the limited partnership;
2 (2) the purposes for which the partnership is
3 formed;
4 (3) the address of the office at which the records
5 required to be maintained by Section 104 are kept and the
6 name of its registered agent and the address of its
7 registered office required to be maintained by Section
8 103;
9 (4) the name and business address of each general
10 partner;
11 (5) the aggregate amount of cash and a description
12 and statement of the aggregate agreed value of the other
13 property or services contributed by the partners and
14 which the partners have agreed to contribute;
15 (6) if agreed upon, a brief statement of the
16 partners' membership and distribution rights;
17 (7) the latest date, if any, upon which the limited
18 partnership is to dissolve;
19 (8) any other matters the partners determine to
20 include therein; and
21 (9) any other information the Secretary of State
22 shall by rule deem necessary to administer this Act.
23 (b) A limited partnership is formed at the time of the
24 filing of the certificate of limited partnership in the
25 office of the Secretary of State or at any later time, not
26 more than 60 days subsequent to the filing of the certificate
27 of limited partnership, specified in the certificate of
28 limited partnership if, in either case, there has been
29 substantial compliance with the requirements of this Section.
30 (c) A limited partnership may be formed by converting a
31 partnership to a limited partnership as provided in Section
32 902 of the Uniform Partnership Act (1994).
33 (Source: P.A. 86-836.)
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1 (805 ILCS 210/805 new)
2 Sec. 805. Conversion to partnership. A limited
3 partnership may be converted to a partnership as provided in
4 Section 903 of the Uniform Partnership Act (1994).
5 (805 ILCS 210/1204) (from Ch. 106 1/2, par. 162-4)
6 Sec. 1204. Rules for Cases Not Provided for in This Act.
7 Before January 1, 2005, in any case not provided for in this
8 Act the provisions of the Uniform Partnership Act govern if
9 that Act is otherwise applicable as provided in Section 90 of
10 that Act. After December 31, 1999, in any case not provided
11 for in this Act, the provisions of the Uniform Partnership
12 Act (1994) govern if that Act is otherwise applicable as
13 provided in Section 1206 of that Act.
14 (Source: P.A. 84-1412.)
15 Section 1299. Effective date. This Act takes effect
16 January 1, 2000.