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Public Act 91-0840
HB0477 Enrolled LRB9102756SMcs
AN ACT to amend the Revised Uniform Limited Partnership
Act by changing Sections 402, 602, and 603.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Revised Uniform Limited Partnership Act
is amended by changing Sections 402, 602, and 603 as follows:
(805 ILCS 210/402) (from Ch. 106 1/2, par. 154-2)
Sec. 402. Events of Withdrawal.
(a) Except as approved by the specific written consent of
all partners at the time, A person ceases to be a general
partner of a limited partnership upon the happening of any of
the following events:
(1) the general partner withdraws from the limited
partnership as provided in Section 602;
(2) the general partner ceases to be a member of the
limited partnership as provided in Section 702;
(3) the general partner is removed as a general partner
in accordance with the partnership agreement;
(4) unless otherwise provided in the agreement of
limited partnership, or with the written consent of all
partners, the general partner (i) makes an assignment for the
benefit of creditors; (ii) files a voluntary petition in
bankruptcy; (iii) is adjudicated a bankrupt or insolvent, or
has entered against him an order for relief in any bankruptcy
or insolvency proceeding; (iv) files a petition or answer
seeking for himself or herself any reorganization,
arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law, or
regulation; (v) files an answer or other pleading admitting
or failing to contest the material allegations of a petition
filed against him or her in any proceeding of this nature; or
(vi) seeks, consents to, or acquiesces in the appointment of
a trustee, receiver, or liquidator of the general partner or
of all or any substantial part of his properties;
(5) unless otherwise provided in the agreement of
limited partnership, or with the written consent of all
partners, 120 days after the commencement of any proceeding
against the general partner seeking reorganization,
arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law, or
regulation, the proceeding has not been dismissed, or if
within 90 days after the appointment without his consent or
acquiescence of a trustee, receiver, or liquidator of the
general partner or of all or any substantial part of his
properties, the appointment is not vacated or stayed or
within 90 days after the expiration of any such stay, the
appointment is not vacated;
(6) in the case of a general partner who is a natural
person,
(i) his death; or
(ii) the entry by a court of competent jurisdiction
adjudicating him incompetent to manage his person or his
estate;
(7) in the case of a general partner who is acting as a
general partner by virtue of being a trustee of a trust, the
termination of the trust (but not merely the substitution of
a new trustee);
(8) in the case of a general partner that is a separate
partnership, the dissolution and commencement of winding up
of the separate partnership;
(9) in the case of a general partner that is a
corporation, the filing of a certificate of dissolution, or
its equivalent, for the corporation or the revocation of its
charter and the expiration of 90 days after the date of
notice to the corporation of revocation without a
reinstatement of its charter; or
(10) Unless otherwise provided in the partnership
agreement, or with the written consent of all partners, in
the case of a general partner that is an estate, the
distribution by the fiduciary of the estate's entire interest
in the limited partnership; or
(11) In the case of a general partner who is not an
individual, partnership, corporation, trust, or estate, the
termination of the general partner.
(b) A general partner who suffers an event that with the
passage of the specified period becomes an event of
withdrawal under subdivision (a)(4) or (a)(5) of this Section
shall notify each other general partner, or in the event that
there is no other general partner, each limited partner, of
the occurrence of the event within 30 days after the date of
occurrence of the event of withdrawal.
(Source: P.A. 84-1412.)
(805 ILCS 210/602) (from Ch. 106 1/2, par. 156-2)
Sec. 602. Withdrawal of General Partner and Assignment
of a General Partner's Partnership Interest.
(a) A general partner may withdraw from a limited
partnership at the time or upon the happening of events
specified in the partnership agreement and in accordance with
the partnership agreement. A partnership agreement may
provide that a general partner shall not have the right to
withdraw as a general partner of a limited partnership.
Notwithstanding that a partnership agreement provides that a
general partner does not have the right to withdraw as a
general partner of a limited partnership, a general partner
may withdraw from a limited partnership at any time by giving
written notice to the other partners., but If the withdrawal
of a general partner violates the partnership agreement, the
limited partnership may recover from the withdrawing general
partner damages for breach of the partnership agreement and
offset the damages against the amount otherwise distributable
to him or her in addition to any remedies otherwise available
under applicable law.
(b) Notwithstanding anything to the contrary set forth in
this Act, a partnership agreement may provide that a general
partner may not assign a partnership interest in a limited
partnership prior to the dissolution and winding up of the
limited partnership.
(Source: P.A. 84-1412.)
(805 ILCS 210/603) (from Ch. 106 1/2, par. 156-3)
Sec. 603. Withdrawal of Limited Partner. A limited
partner may withdraw from a limited partnership only at the
time or upon the happening of events specified in writing in
the partnership agreement and in accordance with the
partnership agreement. Notwithstanding anything to the
contrary under applicable law, unless a partnership agreement
provides otherwise, a limited partner may not withdraw from a
limited partnership prior to the dissolution and winding up
of the limited partnership. Notwithstanding anything to the
contrary under applicable law, a partnership agreement may
provide that a partnership interest may not be assigned prior
to the dissolution and winding up of the limited partnership.
Unless otherwise provided in a partnership agreement, a
limited partnership whose original certificate of limited
partnership was filed with the Secretary of State and
effective prior to the effective date of this amendatory Act
of 2000, shall continue to be governed by this Section as in
effect before the effective date of this amendatory Act of
2000, and shall not be governed by the changes made in this
Section by this amendatory Act of 2000. If the partnership
agreement does not specify in writing the time or the events
upon the happening of which a limited partner may withdraw or
a definite time for the dissolution and winding up of the
limited partnership, a limited partner may withdraw upon not
less than 6 months' prior written notice to each general
partner at his or her address on the books of the limited
partnership.
(Source: P.A. 84-1412.)
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