SB2982 93RD GENERAL ASSEMBLY

LRB093 17687 WGH 43363 b

93RD GENERAL ASSEMBLY
State of Illinois
2003 and 2004
SB2982

Introduced 2/6/2004, by Don Harmon

SYNOPSIS AS INTRODUCED:

New Act
805 ILCS 210/Act rep.
720 ILCS 5/17-12
805 ILCS 180/37-5
805 ILCS 206/901
805 ILCS 206/902
720 ILCS 5/17-12

Creates the Uniform Limited Partnership Act (2001). Provides procedures for the formation, operation, and regulation of limited partnerships. Repeals the Revised Uniform Limited Partnership Act. Amends other Acts to make conforming changes.

A BILL FOR

AN ACT concerning limited partnerships.

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

ARTICLE 1 GENERAL PROVISIONS

6		Section 0.01. Short title. This Act may be cited as the
7		Uniform Limited Partnership Act (2001).

8		Section 101. Short title. (See Section 0.01 for short
9		title.)

10		Section 102. Definitions. In this Act:
11		(1) "Certificate of limited partnership" means the
12		certificate required by Section 201. The term includes the
13		certificate as amended or restated.
14		(2) "Contribution", except in the phrase "right of
15		contribution", means any benefit provided by a person to a
16		limited partnership in order to become a partner or in the
17		person's capacity as a partner.
18		(3) "Debtor in bankruptcy" means a person that is the
19		subject of:
20		(A) an order for relief under Title 11 of the
21		United States Code or a comparable order under a
22		successor statute of general application; or
23		(B) a comparable order under federal, state, or
24		foreign law governing insolvency.
25		(4) "Designated office" means:
26		(A) with respect to a limited partnership, the
27		office that the limited partnership is required to
28		designate and maintain under Section 114; and
29		(B) with respect to a foreign limited partnership,
30		its principal office.

1		(5) "Distribution" means a transfer of money or other
2		property from a limited partnership to a partner in the
3		partner's capacity as a partner or to a transferee on
4		account of a transferable interest owned by the transferee.
5		(6) "Foreign limited liability limited partnership"
6		means a foreign limited partnership whose general partners
7		have limited liability for the obligations of the foreign
8		limited partnership under a provision similar to Section
9		404(c).
10		(7) "Foreign limited partnership" means a partnership
11		formed under the laws of a jurisdiction other than this
12		State and required by those laws to have one or more
13		general partners and one or more limited partners. The term
14		includes a foreign limited liability limited partnership.
15		(8) "General partner" means:
16		(A) with respect to a limited partnership, a person
17		that:
18		(i) becomes a general partner under Section
19		401; or
20		(ii) was a general partner in a limited
21		partnership when the limited partnership became
22		subject to this Act under Section 1206(a) or (b);
23		and
24		(B) with respect to a foreign limited partnership,
25		a person that has rights, powers, and obligations
26		similar to those of a general partner in a limited
27		partnership.
28		(9) "Limited liability limited partnership", except in
29		the phrase "foreign limited liability limited
30		partnership", means a limited partnership whose
31		certificate of limited partnership states that the limited
32		partnership is a limited liability limited partnership.
33		(10) "Limited partner" means:
34		(A) with respect to a limited partnership, a person
35		that:
36		(i) becomes a limited partner under Section

1		301; or
2		(ii) was a limited partner in a limited
3		partnership when the limited partnership became
4		subject to this Act under Section 1206(a) or (b);
5		and
6		(B) with respect to a foreign limited partnership,
7		a person that has rights, powers, and obligations
8		similar to those of a limited partner in a limited
9		partnership.
10		(11) "Limited partnership", except in the phrases
11		"foreign limited partnership" and "foreign limited
12		liability limited partnership", means an entity, having
13		one or more general partners and one or more limited
14		partners, which is formed under this Act by two or more
15		persons or becomes subject to this Act under Article 11 or
16		Section 1206(a) or (b). The term includes a limited
17		liability limited partnership.
18		(12) "Partner" means a limited partner or general
19		partner.
20		(13) "Partnership agreement" means the partners'
21		agreement, whether oral, implied, in a record, or in any
22		combination, concerning the limited partnership. The term
23		includes the agreement as amended.
24		(14) "Person" means an individual, corporation,
25		business trust, estate, trust, partnership, limited
26		liability company, association, joint venture, government;
27		governmental subdivision, agency, or instrumentality;
28		public corporation, or any other legal or commercial
29		entity.
30		(15) "Person dissociated as a general partner" means a
31		person dissociated as a general partner of a limited
32		partnership.
33		(16) "Principal office" means the office where the
34		principal executive office of a limited partnership or
35		foreign limited partnership is located, whether or not the
36		office is located in this State.

1		(17) "Record" means information that is inscribed on a
2		tangible medium or that is stored in an electronic or other
3		medium and is retrievable in perceivable form.
4		(18) "Required information" means the information that
5		a limited partnership is required to maintain under Section
6		111.
7		(19) "Sign" means:
8		(A) to execute or adopt a tangible symbol with the
9		present intent to authenticate a record; or
10		(B) to attach or logically associate an electronic
11		symbol, sound, or process to or with a record with the
12		present intent to authenticate the record.
13		(20) "State" means a State of the United States, the
14		District of Columbia, Puerto Rico, the United States Virgin
15		Islands, or any territory or insular possession subject to
16		the jurisdiction of the United States.
17		(21) "Transfer" includes an assignment, conveyance,
18		deed, bill of sale, lease, mortgage, security interest,
19		encumbrance, gift, and transfer by operation of law.
20		(22) "Transferable interest" means a partner's right
21		to receive distributions.
22		(23) "Transferee" means a person to which all or part
23		of a transferable interest has been transferred, whether or
24		not the transferor is a partner.

25		Section 103. Knowledge and notice.
26		(a) A person knows a fact if the person has actual
27		knowledge of it.
28		(b) A person has notice of a fact if the person:
29		(1) knows of it;
30		(2) has received a notification of it;
31		(3) has reason to know it exists from all of the facts
32		known to the person at the time in question; or
33		(4) has notice of it under subsection (c) or (d).
34		(c) A certificate of limited partnership on file in the
35		Office of the Secretary of State is notice that the partnership

1		is a limited partnership and the persons designated in the
2		certificate as general partners are general partners. Except as
3		otherwise provided in subsection (d), the certificate is not
4		notice of any other fact.
5		(d) A person has notice of:
6		(1) another person's dissociation as a general
7		partner, 90 days after the effective date of an amendment
8		to the certificate of limited partnership which states that
9		the other person has dissociated or 90 days after the
10		effective date of a statement of dissociation pertaining to
11		the other person, whichever occurs first;
12		(2) a limited partnership's dissolution, 90 days after
13		the effective date of an amendment to the certificate of
14		limited partnership stating that the limited partnership
15		is dissolved;
16		(3) a limited partnership's termination, 90 days after
17		the effective date of a statement of termination;
18		(4) a limited partnership's conversion under Article
19		11, 90 days after the effective date of the articles of
20		conversion; or
21		(5) a merger under Article 11, 90 days after the
22		effective date of the articles of merger.
23		(e) A person notifies or gives a notification to another
24		person by taking steps reasonably required to inform the other
25		person in ordinary course, whether or not the other person
26		learns of it.
27		(f) A person receives a notification when the notification:
28		(1) comes to the person's attention; or
29		(2) is delivered at the person's place of business or
30		at any other place held out by the person as a place for
31		receiving communications.
32		(g) Except as otherwise provided in subsection (h), a
33		person other than an individual knows, has notice, or receives
34		a notification of a fact for purposes of a particular
35		transaction when the individual conducting the transaction for
36		the person knows, has notice, or receives a notification of the

1		fact, or in any event when the fact would have been brought to
2		the individual's attention if the person had exercised
3		reasonable diligence. A person other than an individual
4		exercises reasonable diligence if it maintains reasonable
5		routines for communicating significant information to the
6		individual conducting the transaction for the person and there
7		is reasonable compliance with the routines. Reasonable
8		diligence does not require an individual acting for the person
9		to communicate information unless the communication is part of
10		the individual's regular duties or the individual has reason to
11		know of the transaction and that the transaction would be
12		materially affected by the information.
13		(h) A general partner's knowledge, notice, or receipt of a
14		notification of a fact relating to the limited partnership is
15		effective immediately as knowledge of, notice to, or receipt of
16		a notification by the limited partnership, except in the case
17		of a fraud on the limited partnership committed by or with the
18		consent of the general partner. A limited partner's knowledge,
19		notice, or receipt of a notification of a fact relating to the
20		limited partnership is not effective as knowledge of, notice
21		to, or receipt of a notification by the limited partnership.

22		Section 104. Nature, purpose, and duration of entity.
23		(a) A limited partnership is an entity distinct from its
24		partners. A limited partnership is the same entity regardless
25		of whether its certificate states that the limited partnership
26		is a limited liability limited partnership.
27		(b) A limited partnership may be organized under this Act
28		for any lawful purpose.
29		(c) A limited partnership has a perpetual duration.

30		Section 105. Powers. A limited partnership has the powers
31		to do all things necessary or convenient to carry on its
32		activities, including the power to sue, be sued, and defend in
33		its own name and to maintain an action against a partner for
34		harm caused to the limited partnership by a breach of the

1		partnership agreement or violation of a duty to the
2		partnership.

3		Section 106. Governing law. The law of this State governs
4		relations among the partners of a limited partnership and
5		between the partners and the limited partnership and the
6		liability of partners as partners for an obligation of the
7		limited partnership.

8		Section 107. Supplemental principles of law; rate of
9		interest.
10		(a) Unless displaced by particular provisions of this Act,
11		the principles of law and equity supplement this Act.
12		(b) If an obligation to pay interest arises under this Act
13		and the rate is not specified, the rate is that specified in
14		the Uniform Penalty and Interest Act.

15		Section 108. Name.
16		(a) The name of a limited partnership may contain the name
17		of any partner.
18		(b) The name of a limited partnership that is not a limited
19		liability limited partnership must contain the phrase "limited
20		partnership" or the abbreviation "L.P." or "LP" and may not
21		contain the phrase "limited liability limited partnership" or
22		the abbreviation "LLLP" or "L.L.L.P.".
23		(c) The name of a limited liability limited partnership
24		must contain the phrase "limited liability limited
25		partnership" or the abbreviation "LLLP" or "L.L.L.P." and must
26		not contain the abbreviation "L.P." or "LP".
27		(d) Unless authorized by subsection (e), the name of a
28		limited partnership must be distinguishable in the records of
29		the Secretary of State from:
30		(1) the name of each person other than an individual
31		incorporated, organized, or authorized to transact
32		business in this State; and
33		(2) each name reserved under Section 109 or the Assumed

1		Business Name Act.
2		(e) A limited partnership may apply to the Secretary of
3		State for authorization to use a name that does not comply with
4		subsection (d). The Secretary of State shall authorize use of
5		the name applied for if, as to each conflicting name:
6		(1) the present user, registrant, or owner of the
7		conflicting name consents in a signed record to the use and
8		submits an undertaking in a form satisfactory to the
9		Secretary of State to change the conflicting name to a name
10		that complies with subsection (d) and is distinguishable in
11		the records of the Secretary of State from the name applied
12		for;
13		(2) the applicant delivers to the Secretary of State a
14		certified copy of the final judgment of a court of
15		competent jurisdiction establishing the applicant's right
16		to use in this State the name applied for; or
17		(3) the applicant delivers to the Secretary of State
18		proof satisfactory to the Secretary of State that the
19		present user, registrant, or owner of the conflicting name:
20		(A) has merged into the applicant;
21		(B) has been converted into the applicant; or
22		(C) has transferred substantially all of its
23		assets, including the conflicting name, to the
24		applicant.
25		(f) Subject to Section 905, this Section applies to any
26		foreign limited partnership transacting business in this
27		State, having a certificate of authority to transact business
28		in this State, or applying for a certificate of authority.

29		Section 109. Reservation of name.
30		(a) The exclusive right to the use of a name that complies
31		with Section 108 may be reserved by:
32		(1) a person intending to organize a limited
33		partnership under this Act and to adopt the name;
34		(2) a limited partnership or a foreign limited
35		partnership authorized to transact business in this State

1		intending to adopt the name;
2		(3) a foreign limited partnership intending to obtain a
3		certificate of authority to transact business in this State
4		and adopt the name;
5		(4) a person intending to organize a foreign limited
6		partnership and intending to have it obtain a certificate
7		of authority to transact business in this State and adopt
8		the name;
9		(5) a foreign limited partnership formed under the
10		name; or
11		(6) a foreign limited partnership formed under a name
12		that does not comply with Section 108(b) or (c), but the
13		name reserved under this paragraph may differ from the
14		foreign limited partnership's name only to the extent
15		necessary to comply with Section 108(b) and (c).
16		(b) A person may apply to reserve a name under subsection
17		(a) by delivering to the Secretary of State for filing an
18		application that states the name to be reserved and the
19		paragraph of subsection (a) which applies. If the Secretary of
20		State finds that the name is available for use by the
21		applicant, the Secretary of State shall file a statement of
22		name reservation and thereby reserve the name for the exclusive
23		use of the applicant for 120 days.
24		(c) An applicant that has reserved a name pursuant to
25		subsection (b) may reserve the same name for additional 120-day
26		periods. A person having a current reservation for a name may
27		not apply for another 120-day period for the same name until 90
28		days have elapsed in the current reservation.
29		(d) A person that has reserved a name under this Section
30		may deliver to the Secretary of State for filing a notice of
31		transfer that states the reserved name, the name and street and
32		mailing address of some other person to which the reservation
33		is to be transferred, and the paragraph of subsection (a) which
34		applies to the other person. Subject to Section 206(c), the
35		transfer is effective when the Secretary of State files the
36		notice of transfer.

1		Section 110. Effect of partnership agreement; nonwaivable
2		provisions.
3		(a) Except as otherwise provided in subsection (b), the
4		partnership agreement governs relations among the partners and
5		between the partners and the partnership. To the extent the
6		partnership agreement does not otherwise provide, this Act
7		governs relations among the partners and between the partners
8		and the partnership.
9		(b) A partnership agreement may not:
10		(1) vary a limited partnership's power under Section
11		105 to sue, be sued, and defend in its own name;
12		(2) vary the law applicable to a limited partnership
13		under Section 106;
14		(3) vary the requirements of Section 204;
15		(4) vary the information required under Section 111 or
16		unreasonably restrict the right to information under
17		Sections 304 or 407, but the partnership agreement may
18		impose reasonable restrictions on the availability and use
19		of information obtained under those sections and may define
20		appropriate remedies, including liquidated damages, for a
21		breach of any reasonable restriction on use;
22		(5) eliminate the duty of loyalty under Section 408,
23		but the partnership agreement may:
24		(A) identify specific types or categories of
25		activities that do not violate the duty of loyalty, if
26		not manifestly unreasonable; and
27		(B) specify the number or percentage of partners
28		which may authorize or ratify, after full disclosure to
29		all partners of all material facts, a specific act or
30		transaction that otherwise would violate the duty of
31		loyalty;
32		(6) unreasonably reduce the duty of care under Section
33		408(c);
34		(7) eliminate the obligation of good faith and fair
35		dealing under Sections 305(b) and 408(d), but the

1		partnership agreement may prescribe the standards by which
2		the performance of the obligation is to be measured, if the
3		standards are not manifestly unreasonable;
4		(8) vary the power of a person to dissociate as a
5		general partner under Section 604(a) except to require that
6		the notice under Section 603(1) be in a record;
7		(9) vary the power of a court to decree dissolution in
8		the circumstances specified in Section 802;
9		(10) vary the requirement to wind up the partnership's
10		business as specified in Section 803;
11		(11) unreasonably restrict the right to maintain an
12		action under Article 10;
13		(12) restrict the right of a partner under Section
14		1110(a) to approve a conversion or merger or the right of a
15		general partner under Section 1110(b) to consent to an
16		amendment to the certificate of limited partnership which
17		deletes a statement that the limited partnership is a
18		limited liability limited partnership; or
19		(13) restrict rights under this Act of a person other
20		than a partner or a transferee.

21		Section 111. Required information. A limited partnership
22		shall maintain at its designated office the following
23		information:
24		(1) a current list showing the full name and last known
25		street and mailing address of each partner, separately
26		identifying the general partners, in alphabetical order,
27		and the limited partners, in alphabetical order;
28		(2) a copy of the initial certificate of limited
29		partnership and all amendments to and restatements of the
30		certificate, together with signed copies of any powers of
31		attorney under which any certificate, amendment, or
32		restatement has been signed;
33		(3) a copy of any filed articles of conversion or
34		merger;
35		(4) a copy of the limited partnership's federal, state,

1		and local income tax returns and reports, if any, for the
2		three most recent years;
3		(5) a copy of any partnership agreement made in a
4		record and any amendment made in a record to any
5		partnership agreement;
6		(6) a copy of any financial statement of the limited
7		partnership for the three most recent years;
8		(7) a copy of the three most recent annual reports
9		delivered by the limited partnership to the Secretary of
10		State pursuant to Section 210;
11		(8) a copy of any record made by the limited
12		partnership during the past three years of any consent
13		given by or vote taken of any partner pursuant to this Act
14		or the partnership agreement; and
15		(9) unless contained in a partnership agreement made in
16		a record, a record stating:
17		(A) the amount of cash, and a description and
18		statement of the agreed value of the other benefits,
19		contributed and agreed to be contributed by each
20		partner;
21		(B) the times at which, or events on the happening
22		of which, any additional contributions agreed to be
23		made by each partner are to be made;
24		(C) for any person that is both a general partner
25		and a limited partner, a specification of what
26		transferable interest the person owns in each
27		capacity; and
28		(D) any events upon the happening of which the
29		limited partnership is to be dissolved and its
30		activities wound up.

31		Section 112. Business transactions of partner with
32		partnership. A partner may lend money to and transact other
33		business with the limited partnership and has the same rights
34		and obligations with respect to the loan or other transaction
35		as a person that is not a partner.

1		Section 113. Dual capacity. A person may be both a general
2		partner and a limited partner. A person that is both a general
3		and limited partner has the rights, powers, duties, and
4		obligations provided by this Act and the partnership agreement
5		in each of those capacities. When the person acts as a general
6		partner, the person is subject to the obligations, duties and
7		restrictions under this Act and the partnership agreement for
8		general partners. When the person acts as a limited partner,
9		the person is subject to the obligations, duties and
10		restrictions under this Act and the partnership agreement for
11		limited partners.

12		Section 114. Office and agent for service of process.
13		(a) A limited partnership shall designate and continuously
14		maintain in this State:
15		(1) an office, which need not be a place of its
16		activity in this State; and
17		(2) an agent for service of process.
18		(b) A foreign limited partnership shall designate and
19		continuously maintain in this State an agent for service of
20		process.
21		(c) An agent for service of process of a limited
22		partnership or foreign limited partnership must be an
23		individual who is a resident of this State or other person
24		authorized to do business in this State.

25		Section 115. Change of designated office or agent for
26		service of process.
27		(a) In order to change its designated office, agent for
28		service of process, or the address of its agent for service of
29		process, a limited partnership or a foreign limited partnership
30		may deliver to the Secretary of State for filing a statement of
31		change containing:
32		(1) the name of the limited partnership or foreign
33		limited partnership;

1		(2) the street and mailing address of its current
2		designated office;
3		(3) if the current designated office is to be changed,
4		the street and mailing address of the new designated
5		office;
6		(4) the name and street and mailing address of its
7		current agent for service of process; and
8		(5) if the current agent for service of process or an
9		address of the agent is to be changed, the new information.
10		(b) Subject to Section 206(c), a statement of change is
11		effective when filed by the Secretary of State.

12		Section 116. Resignation of agent for service of process.
13		(a) In order to resign as an agent for service of process
14		of a limited partnership or foreign limited partnership, the
15		agent must deliver to the Secretary of State for filing a
16		statement of resignation containing the name of the limited
17		partnership or foreign limited partnership.
18		(b) After receiving a statement of resignation, the
19		Secretary of State shall file it and mail a copy to the
20		designated office of the limited partnership or foreign limited
21		partnership and another copy to the principal office if the
22		address of the office appears in the records of the Secretary
23		of State and is different from the address of the designated
24		office.
25		(c) An agency for service of process is terminated on the
26		31st day after the Secretary of State files the statement of
27		resignation.

28		Section 117. Service of process.
29		(a) An agent for service of process appointed by a limited
30		partnership or foreign limited partnership is an agent of the
31		limited partnership or foreign limited partnership for service
32		of any process, notice, or demand required or permitted by law
33		to be served upon the limited partnership or foreign limited
34		partnership.

1		(b) If a limited partnership or foreign limited partnership
2		does not appoint or maintain an agent for service of process in
3		this State or the agent for service of process cannot with
4		reasonable diligence be found at the agent's address, the
5		Secretary of State is an agent of the limited partnership or
6		foreign limited partnership upon whom process, notice, or
7		demand may be served.
8		(c) Service of any process, notice, or demand on the
9		Secretary of State may be made by delivering to and leaving
10		with the Secretary of State duplicate copies of the process,
11		notice, or demand. If a process, notice, or demand is served on
12		the Secretary of State, the Secretary of State shall forward
13		one of the copies by registered or certified mail, return
14		receipt requested, to the limited partnership or foreign
15		limited partnership at its designated office.
16		(d) Service is effected under subsection (c) at the
17		earliest of:
18		(1) the date the limited partnership or foreign limited
19		partnership receives the process, notice, or demand;
20		(2) the date shown on the return receipt, if signed on
21		behalf of the limited partnership or foreign limited
22		partnership; or
23		(3) five days after the process, notice, or demand is
24		deposited in the mail, if mailed postpaid and correctly
25		addressed.
26		(e) The Secretary of State shall keep a record of each
27		process, notice, and demand served pursuant to this section and
28		record the time of, and the action taken regarding, the
29		service.
30		(f) This Section does not affect the right to serve
31		process, notice, or demand in any other manner provided by law.

32		Section 118. Consent and proxies of parties. Action
33		requiring the consent of partners under this Act may be taken
34		without a meeting, and a partner may appoint a proxy to consent
35		or otherwise act for the partner by signing an appointment

1		record, either personally or by the partner's attorney in fact.

ARTICLE 2 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

5		Section 201. Formation of limited partnership; certificate
6		of limited partnership.
7		(a) In order for a limited partnership to be formed, a
8		certificate of limited partnership must be delivered to the
9		Secretary of State for filing. The certificate must state:
10		(1) the name of the limited partnership, which must
11		comply with Section 108;
12		(2) the street and mailing address of the initial
13		designated office and the name and street and mailing
14		address of the initial agent for service of process;
15		(3) the name and the street and mailing address of each
16		general partner;
17		(4) whether the limited partnership is a limited
18		liability limited partnership; and
19		(5) any additional information required by Article 11.
20		(b) A certificate of limited partnership may also contain
21		any other matters but may not vary or otherwise affect the
22		provisions specified in Section 110(b) in a manner inconsistent
23		with that section.
24		(c) If there has been substantial compliance with
25		subsection (a), subject to Section 206(c) a limited partnership
26		is formed when the Secretary of State files the certificate of
27		limited partnership.
28		(d) Subject to subsection (b), if any provision of a
29		partnership agreement is inconsistent with the filed
30		certificate of limited partnership or with a filed statement of
31		dissociation, termination, or change or filed articles of
32		conversion or merger:
33		(1) the partnership agreement prevails as to partners
34		and transferees; and

1		(2) the filed certificate of limited partnership,
2		statement of dissociation, termination, or change or
3		articles of conversion or merger prevail as to persons,
4		other than partners and transferees, that reasonably rely
5		on the filed record to their detriment.

6		Section 202. Amendment or restatement of certification.
7		(a) In order to amend its certificate of limited
8		partnership, a limited partnership must deliver to the
9		Secretary of State for filing an amendment or, pursuant to
10		Article 11, articles of merger stating:
11		(1) the name of the limited partnership;
12		(2) the date of filing of its initial certificate; and
13		(3) the changes the amendment makes to the certificate
14		as most recently amended or restated.
15		(b) A limited partnership shall promptly deliver to the
16		Secretary of State for filing an amendment to a certificate of
17		limited partnership to reflect:
18		(1) the admission of a new general partner;
19		(2) the dissociation of a person as a general partner;
20		or
21		(3) the appointment of a person to wind up the limited
22		partnership's activities under Section 803(c) or (d).
23		(c) A general partner that knows that any information in a
24		filed certificate of limited partnership was false when the
25		certificate was filed or has become false due to changed
26		circumstances shall promptly:
27		(1) cause the certificate to be amended; or
28		(2) if appropriate, deliver to the Secretary of State
29		for filing a statement of change pursuant to Section 115 or
30		a statement of correction pursuant to Section 207.
31		(d) A certificate of limited partnership may be amended at
32		any time for any other proper purpose as determined by the
33		limited partnership.
34		(e) A restated certificate of limited partnership may be
35		delivered to the Secretary of State for filing in the same

1		manner as an amendment.
2		(f) Subject to Section 206(c), an amendment or restated
3		certificate is effective when filed by the Secretary of State.

4		Section 203. Statement of termination. A dissolved limited
5		partnership that has completed winding up may deliver to the
6		Secretary of State for filing a statement of termination that
7		states:
8		(1) the name of the limited partnership;
9		(2) the date of filing of its initial certificate of
10		limited partnership; and
11		(3) any other information as determined by the general
12		partners filing the statement or by a person appointed
13		pursuant to Section 803(c) or (d).

14		Section 204. Signing of records.
15		(a) Each record delivered to the Secretary of State for
16		filing pursuant to this Act must be signed in the following
17		manner:
18		(1) An initial certificate of limited partnership must
19		be signed by all general partners listed in the
20		certificate.
21		(2) An amendment adding or deleting a statement that
22		the limited partnership is a limited liability limited
23		partnership must be signed by all general partners listed
24		in the certificate.
25		(3) An amendment designating as general partner a
26		person admitted under Section 801(3)(B) following the
27		dissociation of a limited partnership's last general
28		partner must be signed by that person.
29		(4) An amendment required by Section 803(c) following
30		the appointment of a person to wind up the dissolved
31		limited partnership's activities must be signed by that
32		person.
33		(5) Any other amendment must be signed by:
34		(A) at least one general partner listed in the

1		certificate;
2		(B) each other person designated in the amendment
3		as a new general partner; and
4		(C) each person that the amendment indicates has
5		dissociated as a general partner, unless:
6		(i) the person is deceased or a guardian or
7		general conservator has been appointed for the
8		person and the amendment so states; or
9		(ii) the person has previously delivered to
10		the Secretary of State for filing a statement of
11		dissociation.
12		(6) A restated certificate of limited partnership must
13		be signed by at least one general partner listed in the
14		certificate, and, to the extent the restated certificate
15		effects a change under any other paragraph of this
16		subsection, the certificate must be signed in a manner that
17		satisfies that paragraph.
18		(7) A statement of termination must be signed by all
19		general partners listed in the certificate or, if the
20		certificate of a dissolved limited partnership lists no
21		general partners, by the person appointed pursuant to
22		Section 803(c) or (d) to wind up the dissolved limited
23		partnership's activities.
24		(8) Articles of conversion must be signed by each
25		general partner listed in the certificate of limited
26		partnership.
27		(9) Articles of merger must be signed as provided in
28		Section 1108(a).
29		(10) Any other record delivered on behalf of a limited
30		partnership to the Secretary of State for filing must be
31		signed by at least one general partner listed in the
32		certificate.
33		(11) A statement by a person pursuant to Section
34		605(a)(4) stating that the person has dissociated as a
35		general partner must be signed by that person.
36		(12) A statement of withdrawal by a person pursuant to

1		Section 306 must be signed by that person.
2		(13) A record delivered on behalf of a foreign limited
3		partnership to the Secretary of State for filing must be
4		signed by at least one general partner of the foreign
5		limited partnership.
6		(14) Any other record delivered on behalf of any person
7		to the Secretary of State for filing must be signed by that
8		person.
9		(b) Any person may sign by an attorney in fact any record
10		to be filed pursuant to this Act.

11		Section 205. Signing and filing pursuant to judicial order.
12		(a) If a person required by this Act to sign a record or
13		deliver a record to the Secretary of State for filing does not
14		do so, any other person that is aggrieved may petition the
15		circuit court to order:
16		(1) the person to sign the record;
17		(2) deliver the record to the Secretary of State for
18		filing; or
19		(3) the Secretary of State to file the record unsigned.
20		(b) If the person aggrieved under subsection (a) is not the
21		limited partnership or foreign limited partnership to which the
22		record pertains, the aggrieved person shall make the limited
23		partnership or foreign limited partnership a party to the
24		action. A person aggrieved under subsection (a) may seek the
25		remedies provided in subsection (a) in the same action in
26		combination or in the alternative.
27		(c) A record filed unsigned pursuant to this section is
28		effective without being signed.

29		Section 206. Delivery to and filing of records by Secretary
30		of State; effective time and date.
31		(a) A record authorized or required to be delivered to the
32		Secretary of State for filing under this Act must be captioned
33		to describe the record's purpose, be in a medium permitted by
34		the Secretary of State, and be delivered to the Secretary of

1		State. Unless the Secretary of State determines that a record
2		does not comply with the filing requirements of this Act, and
3		if all filing fees have been paid, the Secretary of State shall
4		file the record and:
5		(1) for a statement of dissociation, send:
6		(A) a copy of the filed statement and a receipt for
7		the fees to the person which the statement indicates
8		has dissociated as a general partner; and
9		(B) a copy of the filed statement and receipt to
10		the limited partnership;
11		(2) for a statement of withdrawal, send:
12		(A) a copy of the filed statement and a receipt for
13		the fees to the person on whose behalf the record was
14		filed; and
15		(B) if the statement refers to an existing limited
16		partnership, a copy of the filed statement and receipt
17		to the limited partnership; and
18		(3) for all other records, send a copy of the filed
19		record and a receipt for the fees to the person on whose
20		behalf the record was filed.
21		(b) Upon request and payment of a fee, the Secretary of
22		State shall send to the requester a certified copy of the
23		requested record.
24		(c) Except as otherwise provided in Sections 116 and 207, a
25		record delivered to the Secretary of State for filing under
26		this Act may specify an effective time and a delayed effective
27		date. Except as otherwise provided in this Act, a record filed
28		by the Secretary of State is effective:
29		(1) if the record does not specify an effective time
30		and does not specify a delayed effective date, on the date
31		and at the time the record is filed as evidenced by the
32		Secretary of State's endorsement of the date and time on
33		the record;
34		(2) if the record specifies an effective time but not a
35		delayed effective date, on the date the record is filed at
36		the time specified in the record;

1		(3) if the record specifies a delayed effective date
2		but not an effective time, at 12:01 a.m. on the earlier of:
3		(A) the specified date; or
4		(B) the 90th day after the record is filed; or
5		(4) if the record specifies an effective time and a
6		delayed effective date, at the specified time on the
7		earlier of:
8		(A) the specified date; or
9		(B) the 90th day after the record is filed.

10		Section 207. Correcting filed record.
11		(a) A limited partnership or foreign limited partnership
12		may deliver to the Secretary of State for filing a statement of
13		correction to correct a record previously delivered by the
14		limited partnership or foreign limited partnership to the
15		Secretary of State and filed by the Secretary of State, if at
16		the time of filing the record contained false or erroneous
17		information or was defectively signed.
18		(b) A statement of correction may not state a delayed
19		effective date and must:
20		(1) describe the record to be corrected, including its
21		filing date, or attach a copy of the record as filed;
22		(2) specify the incorrect information and the reason it
23		is incorrect or the manner in which the signing was
24		defective; and
25		(3) correct the incorrect information or defective
26		signature.
27		(c) When filed by the Secretary of State, a statement of
28		correction is effective retroactively as of the effective date
29		of the record the statement corrects, but the statement is
30		effective when filed:
31		(1) for the purposes of Section 103(c) and (d); and
32		(2) as to persons relying on the uncorrected record and
33		adversely affected by the correction.

34

Section 208. Liability for false information in filed

1		record.
2		(a) If a record delivered to the Secretary of State for
3		filing under this Act and filed by the Secretary of State
4		contains false information, a person that suffers loss by
5		reliance on the information may recover damages for the loss
6		from:
7		(1) a person that signed the record, or caused another
8		to sign it on the person's behalf, and knew the information
9		to be false at the time the record was signed; and
10		(2) a general partner that has notice that the
11		information was false when the record was filed or has
12		become false because of changed circumstances, if the
13		general partner has notice for a reasonably sufficient time
14		before the information is relied upon to enable the general
15		partner to effect an amendment under Section 202, file a
16		petition pursuant to Section 205, or deliver to the
17		Secretary of State for filing a statement of change
18		pursuant to Section 115 or a statement of correction
19		pursuant to Section 207.
20		(b) Signing a record authorized or required to be filed
21		under this Act constitutes an affirmation under the penalties
22		of perjury that the facts stated in the record are true.

23		Section 209. Certificate of existence or authorization.
24		(a) The Secretary of State, upon request and payment of the
25		requisite fee, shall furnish a certificate of existence for a
26		limited partnership if the records filed in the Office of the
27		Secretary of State show that the Secretary of State has filed a
28		certificate of limited partnership and has not filed a
29		statement of termination. A certificate of existence must
30		state:
31		(1) the limited partnership's name;
32		(2) that it was duly formed under the laws of this
33		State and the date of formation;
34		(3) whether all fees, taxes, and penalties due to the
35		Secretary of State under this Act or other law have been

1		paid;
2		(4) whether the limited partnership's most recent
3		annual report required by Section 210 has been filed by the
4		Secretary of State;
5		(5) whether the Secretary of State has
6		administratively dissolved the limited partnership;
7		(6) whether the limited partnership's certificate of
8		limited partnership has been amended to state that the
9		limited partnership is dissolved;
10		(7) that a statement of termination has not been filed
11		by the Secretary of State; and
12		(8) other facts of record in the Office of the
13		Secretary of State which may be requested by the applicant.
14		(b) The Secretary of State, upon request and payment of the
15		requisite fee, shall furnish a certificate of authorization for
16		a foreign limited partnership if the records filed in the
17		Office of the Secretary of State show that the Secretary of
18		State has filed a certificate of authority, has not revoked the
19		certificate of authority, and has not filed a notice of
20		cancellation. A certificate of authorization must state:
21		(1) the foreign limited partnership's name and any
22		alternate name adopted under Section 905(a) for use in this
23		State;
24		(2) that it is authorized to transact business in this
25		State;
26		(3) whether all fees, taxes, and penalties due to the
27		Secretary of State under this Act or other law have been
28		paid;
29		(4) whether the foreign limited partnership's most
30		recent annual report required by Section 210 has been filed
31		by the Secretary of State;
32		(5) that the Secretary of State has not revoked its
33		certificate of authority and has not filed a notice of
34		cancellation; and
35		(6) other facts of record in the Office of the
36		Secretary of State which may be requested by the applicant.

1		(c) Subject to any qualification stated in the certificate,
2		a certificate of existence or authorization issued by the
3		Secretary of State may be relied upon as conclusive evidence
4		that the limited partnership or foreign limited partnership is
5		in existence or is authorized to transact business in this
6		State.

7		Section 210. Annual report for Secretary of State.
8		(a) A limited partnership or a foreign limited partnership
9		authorized to transact business in this State shall deliver to
10		the Secretary of State for filing an annual report that states:
11		(1) the name of the limited partnership or foreign
12		limited partnership;
13		(2) the street and mailing address of its designated
14		office and the name and street and mailing address of its
15		agent for service of process in this State;
16		(3) in the case of a limited partnership, the street
17		and mailing address of its principal office; and
18		(4) in the case of a foreign limited partnership, the
19		State or other jurisdiction under whose law the foreign
20		limited partnership is formed and any alternate name
21		adopted under Section 905(a).
22		(b) Information in an annual report must be current as of
23		the date the annual report is delivered to the Secretary of
24		State for filing.
25		(c) The first annual report must be delivered to the
26		Secretary of State between January 1 and April 1 of the year
27		following the calendar year in which a limited partnership was
28		formed or a foreign limited partnership was authorized to
29		transact business. An annual report must be delivered to the
30		Secretary of State between January 1 and April 1 of each
31		subsequent calendar year.
32		(d) If an annual report does not contain the information
33		required in subsection (a), the Secretary of State shall
34		promptly notify the reporting limited partnership or foreign
35		limited partnership and return the report to it for correction.

1		If the report is corrected to contain the information required
2		in subsection (a) and delivered to the Secretary of State
3		within 30 days after the effective date of the notice, it is
4		timely delivered.
5		(e) If a filed annual report contains an address of a
6		designated office or the name or address of an agent for
7		service of process which differs from the information shown in
8		the records of the Secretary of State immediately before the
9		filing, the differing information in the annual report is
10		considered a statement of change under Section 115.

ARTICLE 3 LIMITED PARTNERS

13		Section 301. Becoming limited partner. A person becomes a
14		limited partner:
15		(1) as provided in the partnership agreement;
16		(2) as the result of a conversion or merger under
17		Article 11; or
18		(3) with the consent of all the partners.

19		Section 302. No right or power as limited partner to bind
20		limited partnership. A limited partner does not have the right
21		or the power as a limited partner to act for or bind the
22		limited partnership.

23		Section 303. No liability as limited partner for limited
24		partnership obligation. An obligation of a limited
25		partnership, whether arising in contract, tort, or otherwise,
26		is not the obligation of a limited partner. A limited partner
27		is not personally liable, directly or indirectly, by way of
28		contribution or otherwise, for an obligation of the limited
29		partnership solely by reason of being a limited partner, even
30		if the limited partner participates in the management and
31		control of the limited partnership.

1		Section 304. Right of limited partner and former limited
2		partner to information.
3		(a) On 10 days' demand, made in a record received by the
4		limited partnership, a limited partner may inspect and copy
5		required information during regular business hours in the
6		limited partnership's designated office. The limited partner
7		need not have any particular purpose for seeking the
8		information.
9		(b) During regular business hours and at a reasonable
10		location specified by the limited partnership, a limited
11		partner may obtain from the limited partnership and inspect and
12		copy true and full information regarding the state of the
13		activities and financial condition of the limited partnership
14		and other information regarding the activities of the limited
15		partnership as is just and reasonable if:
16		(1) the limited partner seeks the information for a
17		purpose reasonably related to the partner's interest as a
18		limited partner;
19		(2) the limited partner makes a demand in a record
20		received by the limited partnership, describing with
21		reasonable particularity the information sought and the
22		purpose for seeking the information; and
23		(3) the information sought is directly connected to the
24		limited partner's purpose.
25		(c) Within 10 days after receiving a demand pursuant to
26		subsection (b), the limited partnership in a record shall
27		inform the limited partner that made the demand:
28		(1) what information the limited partnership will
29		provide in response to the demand;
30		(2) when and where the limited partnership will provide
31		the information; and
32		(3) if the limited partnership declines to provide any
33		demanded information, the limited partnership's reasons
34		for declining.
35		(d) Subject to subsection (f), a person dissociated as a
36		limited partner may inspect and copy required information

1		during regular business hours in the limited partnership's
2		designated office if:
3		(1) the information pertains to the period during which
4		the person was a limited partner;
5		(2) the person seeks the information in good faith; and
6		(3) the person meets the requirements of subsection
7		(b).
8		(e) The limited partnership shall respond to a demand made
9		pursuant to subsection (d) in the same manner as provided in
10		subsection (c).
11		(f) If a limited partner dies, Section 704 applies.
12		(g) The limited partnership may impose reasonable
13		restrictions on the use of information obtained under this
14		Section. In a dispute concerning the reasonableness of a
15		restriction under this subsection, the limited partnership has
16		the burden of proving reasonableness.
17		(h) A limited partnership may charge a person that makes a
18		demand under this Section reasonable costs of copying, limited
19		to the costs of labor and material.
20		(i) Whenever this Act or a partnership agreement provides
21		for a limited partner to give or withhold consent to a matter,
22		before the consent is given or withheld, the limited
23		partnership shall, without demand, provide the limited partner
24		with all information material to the limited partner's decision
25		that the limited partnership knows.
26		(j) A limited partner or person dissociated as a limited
27		partner may exercise the rights under this Section through an
28		attorney or other agent. Any restriction imposed under
29		subsection (g) or by the partnership agreement applies both to
30		the attorney or other agent and to the limited partner or
31		person dissociated as a limited partner.
32		(k) The rights stated in this Section do not extend to a
33		person as transferee, but may be exercised by the legal
34		representative of an individual under legal disability who is a
35		limited partner or person dissociated as a limited partner.

1		Section 305. Limited duties of limited partners.
2		(a) A limited partner does not have any fiduciary duty to
3		the limited partnership or to any other partner solely by
4		reason of being a limited partner.
5		(b) A limited partner shall discharge the duties to the
6		partnership and the other partners under this Act or under the
7		partnership agreement and exercise any rights consistently
8		with the obligation of good faith and fair dealing.
9		(c) A limited partner does not violate a duty or obligation
10		under this Act or under the partnership agreement merely
11		because the limited partner's conduct furthers the limited
12		partner's own interest.

13		Section 306. Person erroneously believing self to be
14		limited partner.
15		(a) Except as otherwise provided in subsection (b), a
16		person that makes an investment in a business enterprise and
17		erroneously but in good faith believes that the person has
18		become a limited partner in the enterprise is not liable for
19		the enterprise's obligations by reason of making the
20		investment, receiving distributions from the enterprise, or
21		exercising any rights of or appropriate to a limited partner,
22		if, on ascertaining the mistake, the person:
23		(1) causes an appropriate certificate of limited
24		partnership, amendment, or statement of correction to be
25		signed and delivered to the Secretary of State for filing;
26		or
27		(2) withdraws from future participation as an owner in
28		the enterprise by signing and delivering to the Secretary
29		of State for filing a statement of withdrawal under this
30		section.
31		(b) A person that makes an investment described in
32		subsection (a) is liable to the same extent as a general
33		partner to any third party that enters into a transaction with
34		the enterprise, believing in good faith that the person is a
35		general partner, before the Secretary of State files a

1		statement of withdrawal, certificate of limited partnership,
2		amendment, or statement of correction to show that the person
3		is not a general partner.
4		(c) If a person makes a diligent effort in good faith to
5		comply with subsection (a)(1) and is unable to cause the
6		appropriate certificate of limited partnership, amendment, or
7		statement of correction to be signed and delivered to the
8		Secretary of State for filing, the person has the right to
9		withdraw from the enterprise pursuant to subsection (a)(2) even
10		if the withdrawal would otherwise breach an agreement with
11		others that are or have agreed to become co-owners of the
12		enterprise.

ARTICLE 4 GENERAL PARTNERS

15		Section 401. Becoming general partner. A person becomes a
16		general partner:
17		(1) as provided in the partnership agreement:
18		(2) under Section 801(3)(B) following the dissociation
19		of a limited partnership's last general partner;
20		(3) as the result of a conversion or merger under
21		Article 11; or
22		(4) with the consent of all the partners.

23		Section 402. General partner agent of limited partnership.
24		(a) Each general partner is an agent of the limited
25		partnership for the purposes of its activities. An act of a
26		general partner, including the signing of a record in the
27		partnership's name, for apparently carrying on in the ordinary
28		course the limited partnership's activities or activities of
29		the kind carried on by the limited partnership binds the
30		limited partnership, unless the general partner did not have
31		authority to act for the limited partnership in the particular
32		matter and the person with which the general partner was
33		dealing knew, had received a notification, or had notice under

1		Section 103(d) that the general partner lacked authority.
2		(b) An act of a general partner which is not apparently for
3		carrying on in the ordinary course the limited partnership's
4		activities or activities of the kind carried on by the limited
5		partnership binds the limited partnership only if the act was
6		actually authorized by all the other partners.

7		Section 403. Limited partnership liable for general
8		partner's actionable conduct.
9		(a) A limited partnership is liable for loss or injury
10		caused to a person, or for a penalty incurred, as a result of a
11		wrongful act or omission, or other actionable conduct, of a
12		general partner acting in the ordinary course of activities of
13		the limited partnership or with authority of the limited
14		partnership.
15		(b) If, in the course of the limited partnership's
16		activities or while acting with authority of the limited
17		partnership, a general partner receives or causes the limited
18		partnership to receive money or property of a person not a
19		partner, and the money or property is misapplied by a general
20		partner, the limited partnership is liable for the loss.

21		Section 404. General partner's liability.
22		(a) Except as otherwise provided in subsections (b) and
23		(c), all general partners are liable jointly and severally for
24		all obligations of the limited partnership unless otherwise
25		agreed by the claimant or provided by law.
26		(b) A person that becomes a general partner of an existing
27		limited partnership is not personally liable for an obligation
28		of a limited partnership incurred before the person became a
29		general partner.
30		(c) An obligation of a limited partnership incurred while
31		the limited partnership is a limited liability limited
32		partnership, whether arising in contract, tort, or otherwise,
33		is solely the obligation of the limited partnership. A general
34		partner is not personally liable, directly or indirectly, by

1		way of contribution or otherwise, for such an obligation solely
2		by reason of being or acting as a general partner. This
3		subsection applies despite anything inconsistent in the
4		partnership agreement that existed immediately before the
5		consent required to become a limited liability limited
6		partnership under Section 406(b)(2).

7		Section 405. Actions by and against partnership and
8		partners.
9		(a) To the extent not inconsistent with Section 404, a
10		general partner may be joined in an action against the limited
11		partnership or named in a separate action.
12		(b) A judgment against a limited partnership is not by
13		itself a judgment against a general partner. A judgment against
14		a limited partnership may not be satisfied from a general
15		partner's assets unless there is also a judgment against the
16		general partner.
17		(c) A judgment creditor of a general partner may not levy
18		execution against the assets of the general partner to satisfy
19		a judgment based on a claim against the limited partnership,
20		unless the partner is personally liable for the claim under
21		Section 404 and:
22		(1) a judgment based on the same claim has been
23		obtained against the limited partnership and a writ of
24		execution on the judgment has been returned unsatisfied in
25		whole or in part;
26		(2) the limited partnership is a debtor in bankruptcy;
27		(3) the general partner has agreed that the creditor
28		need not exhaust limited partnership assets;
29		(4) a court grants permission to the judgment creditor
30		to levy execution against the assets of a general partner
31		based on a finding that limited partnership assets subject
32		to execution are clearly insufficient to satisfy the
33		judgment, that exhaustion of limited partnership assets is
34		excessively burdensome, or that the grant of permission is
35		an appropriate exercise of the court's equitable powers; or

1		(5) liability is imposed on the general partner by law
2		or contract independent of the existence of the limited
3		partnership.

4		Section 406. Management rights of general partner.
5		(a) Each general partner has equal rights in the management
6		and conduct of the limited partnership's activities. Except as
7		expressly provided in this Act, any matter relating to the
8		activities of the limited partnership may be exclusively
9		decided by the general partner or, if there is more than one
10		general partner, by a majority of the general partners.
11		(b) The consent of each partner is necessary to:
12		(1) amend the partnership agreement;
13		(2) amend the certificate of limited partnership to add
14		or, subject to Section 1110, delete a statement that the
15		limited partnership is a limited liability limited
16		partnership; and
17		(3) sell, lease, exchange, or otherwise dispose of all,
18		or substantially all, of the limited partnership's
19		property, with or without the good will, other than in the
20		usual and regular course of the limited partnership's
21		activities.
22		(c) A limited partnership shall reimburse a general partner
23		for payments made and indemnify a general partner for
24		liabilities incurred by the general partner in the ordinary
25		course of the activities of the partnership or for the
26		preservation of its activities or property.
27		(d) A limited partnership shall reimburse a general partner
28		for an advance to the limited partnership beyond the amount of
29		capital the general partner agreed to contribute.
30		(e) A payment or advance made by a general partner which
31		gives rise to an obligation of the limited partnership under
32		subsection (c) or (d) constitutes a loan to the limited
33		partnership which accrues interest from the date of the payment
34		or advance.
35		(f) A general partner is not entitled to remuneration for

1		services performed for the partnership.

2		Section 407. Right of general partner and former general
3		partner to information.
4		(a) A general partner, without having any particular
5		purpose for seeking the information, may inspect and copy
6		during regular business hours:
7		(1) in the limited partnership's designated office,
8		required information; and
9		(2) at a reasonable location specified by the limited
10		partnership, any other records maintained by the limited
11		partnership regarding the limited partnership's activities
12		and financial condition.
13		(b) Each general partner and the limited partnership shall
14		furnish to a general partner:
15		(1) without demand, any information concerning the
16		limited partnership's activities and activities reasonably
17		required for the proper exercise of the general partner's
18		rights and duties under the partnership agreement or this
19		Act; and
20		(2) on demand, any other information concerning the
21		limited partnership's activities, except to the extent the
22		demand or the information demanded is unreasonable or
23		otherwise improper under the circumstances.
24		(c) Subject to subsection (e), on 10 days' demand made in a
25		record received by the limited partnership, a person
26		dissociated as a general partner may have access to the
27		information and records described in subsection (a) at the
28		location specified in subsection (a) if:
29		(1) the information or record pertains to the period
30		during which the person was a general partner;
31		(2) the person seeks the information or record in good
32		faith; and
33		(3) the person satisfies the requirements imposed on a
34		limited partner by Section 304(b).
35		(d) The limited partnership shall respond to a demand made

1		pursuant to subsection (c) in the same manner as provided in
2		Section 304(c).
3		(e) If a general partner dies, Section 704 applies.
4		(f) The limited partnership may impose reasonable
5		restrictions on the use of information under this Section. In
6		any dispute concerning the reasonableness of a restriction
7		under this subsection, the limited partnership has the burden
8		of proving reasonableness.
9		(g) A limited partnership may charge a person dissociated
10		as a general partner that makes a demand under this Section
11		reasonable costs of copying, limited to the costs of labor and
12		material.
13		(h) A general partner or person dissociated as a general
14		partner may exercise the rights under this Section through an
15		attorney or other agent. Any restriction imposed under
16		subsection (f) or by the partnership agreement applies both to
17		the attorney or other agent and to the general partner or
18		person dissociated as a general partner.
19		(i) The rights under this Section do not extend to a person
20		as transferee, but the rights under subsection (c) of a person
21		dissociated as a general may be exercised by the legal
22		representative of an individual who dissociated as a general
23		partner under Section 603(7)(B) or (C).

24		Section 408. General standards of general partner's
25		conduct.
26		(a) The only fiduciary duties that a general partner has to
27		the limited partnership and the other partners are the duties
28		of loyalty and care under subsections (b) and (c).
29		(b) A general partner's duty of loyalty to the limited
30		partnership and the other partners is limited to the following:
31		(1) to account to the limited partnership and hold as
32		trustee for it any property, profit, or benefit derived by
33		the general partner in the conduct and winding up of the
34		limited partnership's activities or derived from a use by
35		the general partner of limited partnership property,

1		including the appropriation of a limited partnership
2		opportunity;
3		(2) to refrain from dealing with the limited
4		partnership in the conduct or winding up of the limited
5		partnership's activities as or on behalf of a party having
6		an interest adverse to the limited partnership; and
7		(3) to refrain from competing with the limited
8		partnership in the conduct or winding up of the limited
9		partnership's activities.
10		(c) A general partner's duty of care to the limited
11		partnership and the other partners in the conduct and winding
12		up of the limited partnership's activities is limited to
13		refraining from engaging in grossly negligent or reckless
14		conduct, intentional misconduct, or a knowing violation of law.
15		(d) A general partner shall discharge the duties to the
16		partnership and the other partners under this Act or under the
17		partnership agreement and exercise any rights consistently
18		with the obligation of good faith and fair dealing.
19		(e) A general partner does not violate a duty or obligation
20		under this Act or under the partnership agreement merely
21		because the general partner's conduct furthers the general
22		partner's own interest.

ARTICLE 5 CONTRIBUTIONS AND DISTRIBUTIONS

25		Section 501. Form of contribution. A contribution of a
26		partner may consist of tangible or intangible property or other
27		benefit to the limited partnership, including money, services
28		performed, promissory notes, other agreements to contribute
29		cash or property, and contracts for services to be performed.

30		Section 502. Liability for contribution.
31		(a) A partner's obligation to contribute money or other
32		property or other benefit to, or to perform services for, a
33		limited partnership is not excused by the partner's death,

1		disability, or other inability to perform personally.
2		(b) If a partner does not make a promised non-monetary
3		contribution, the partner is obligated at the option of the
4		limited partnership to contribute money equal to that portion
5		of the value, as stated in the required information, of the
6		stated contribution which has not been made.
7		(c) The obligation of a partner to make a contribution or
8		return money or other property paid or distributed in violation
9		of this Act may be compromised only by consent of all partners.
10		A creditor of a limited partnership which extends credit or
11		otherwise acts in reliance on an obligation described in
12		subsection (a), without notice of any compromise under this
13		subsection, may enforce the original obligation.

14		Section 503. Sharing of distributions. A distribution by a
15		limited partnership must be shared among the partners on the
16		basis of the value, as stated in the required records when the
17		limited partnership decides to make the distribution, of the
18		contributions the limited partnership has received from each
19		partner.

20		Section 504. Interim distributions. A partner does not have
21		a right to any distribution before the dissolution and winding
22		up of the limited partnership unless the limited partnership
23		decides to make an interim distribution.

24		Section 505. No distribution on account of dissociation. A
25		person does not have a right to receive a distribution on
26		account of dissociation.

27		Section 506. Distribution in kind. A partner does not have
28		a right to demand or receive any distribution from a limited
29		partnership in any form other than cash. Subject to Section
30		812(b), a limited partnership may distribute an asset in kind
31		to the extent each partner receives a percentage of the asset
32		equal to the partner's share of distributions.

1		Section 507. Right to distribution. When a partner or
2		transferee becomes entitled to receive a distribution, the
3		partner or transferee has the status of, and is entitled to all
4		remedies available to, a creditor of the limited partnership
5		with respect to the distribution. However, the limited
6		partnership's obligation to make a distribution is subject to
7		offset for any amount owed to the limited partnership by the
8		partner or dissociated partner on whose account the
9		distribution is made.

10		Section 508. Limitations on distribution.
11		(a) A limited partnership may not make a distribution in
12		violation of the partnership agreement.
13		(b) A limited partnership may not make a distribution if
14		after the distribution:
15		(1) the limited partnership would not be able to pay
16		its debts as they become due in the ordinary course of the
17		limited partnership's activities; or
18		(2) the limited partnership's total assets would be
19		less than the sum of its total liabilities plus the amount
20		that would be needed, if the limited partnership were to be
21		dissolved, wound up, and terminated at the time of the
22		distribution, to satisfy the preferential rights upon
23		dissolution, winding up, and termination of partners whose
24		preferential rights are superior to those of persons
25		receiving the distribution.
26		(c) A limited partnership may base a determination that a
27		distribution is not prohibited under subsection (b) on
28		financial statements prepared on the basis of accounting
29		practices and principles that are reasonable in the
30		circumstances or on a fair valuation or other method that is
31		reasonable in the circumstances.
32		(d) Except as otherwise provided in subsection (g), the
33		effect of a distribution under subsection (b) is measured:
34		(1) in the case of distribution by purchase,

1		redemption, or other acquisition of a transferable
2		interest in the limited partnership, as of the date money
3		or other property is transferred or debt incurred by the
4		limited partnership; and
5		(2) in all other cases, as of the date:
6		(A) the distribution is authorized, if the payment
7		occurs within 120 days after that date; or
8		(B) the payment is made, if payment occurs more
9		than 120 days after the distribution is authorized.
10		(e) A limited partnership's indebtedness to a partner
11		incurred by reason of a distribution made in accordance with
12		this Section is at parity with the limited partnership's
13		indebtedness to its general, unsecured creditors.
14		(f) A limited partnership's indebtedness, including
15		indebtedness issued in connection with or as part of a
16		distribution, is not considered a liability for purposes of
17		subsection (b) if the terms of the indebtedness provide that
18		payment of principal and interest are made only to the extent
19		that a distribution could then be made to partners under this
20		Section.
21		(g) If indebtedness is issued as a distribution, each
22		payment of principal or interest on the indebtedness is treated
23		as a distribution, the effect of which is measured on the date
24		the payment is made.

25		Section 509. Liability for improper distributions.
26		(a) A general partner that consents to a distribution made
27		in violation of Section 508 is personally liable to the limited
28		partnership for the amount of the distribution which exceeds
29		the amount that could have been distributed without the
30		violation if it is established that in consenting to the
31		distribution the general partner failed to comply with Section
32		408.
33		(b) A partner or transferee that received a distribution
34		knowing that the distribution to that partner or transferee was
35		made in violation of Section 508 is personally liable to the

1		limited partnership but only to the extent that the
2		distribution received by the partner or transferee exceeded the
3		amount that could have been properly paid under Section 508.
4		(c) A general partner against which an action is commenced
5		under subsection (a) may:
6		(1) implead in the action any other person that is
7		liable under subsection (a) and compel contribution from
8		the person; and
9		(2) implead in the action any person that received a
10		distribution in violation of subsection (b) and compel
11		contribution from the person in the amount the person
12		received in violation of subsection (b).
13		(d) An action under this section is barred if it is not
14		commenced within two years after the distribution.

ARTICLE 6 DISSOCIATION

17		Section 601. Dissociation as limited partner.
18		(a) A person does not have a right to dissociate as a
19		limited partner before the termination of the limited
20		partnership.
21		(b) A person is dissociated from a limited partnership as a
22		limited partner upon the occurrence of any of the following
23		events:
24		(1) the limited partnership's having notice of the
25		person's express will to withdraw as a limited partner or
26		on a later date specified by the person;
27		(2) an event agreed to in the partnership agreement as
28		causing the person's dissociation as a limited partner;
29		(3) the person's expulsion as a limited partner
30		pursuant to the partnership agreement;
31		(4) the person's expulsion as a limited partner by the
32		unanimous consent of the other partners if:
33		(A) it is unlawful to carry on the limited
34		partnership's activities with the person as a limited

1		partner;
2		(B) there has been a transfer of all of the
3		person's transferable interest in the limited
4		partnership, other than a transfer for security
5		purposes, or a court order charging the person's
6		interest, which has not been foreclosed;
7		(C) the person is a corporation and, within 90 days
8		after the limited partnership notifies the person that
9		it will be expelled as a limited partner because it has
10		filed a certificate of dissolution or the equivalent,
11		its charter has been revoked, or its right to conduct
12		business has been suspended by the jurisdiction of its
13		incorporation, there is no revocation of the
14		certificate of dissolution or no reinstatement of its
15		charter or its right to conduct business; or
16		(D) the person is a limited liability company or
17		partnership that has been dissolved and whose business
18		is being wound up;
19		(5) on application by the limited partnership, the
20		person's expulsion as a limited partner by judicial order
21		because:
22		(A) the person engaged in wrongful conduct that
23		adversely and materially affected the limited
24		partnership''s activities;
25		(B) the person willfully or persistently committed
26		a material breach of the partnership agreement or of
27		the obligation of good faith and fair dealing under
28		Section 305(b); or
29		(C) the person engaged in conduct relating to the
30		limited partnership's activities which makes it not
31		reasonably practicable to carry on the activities with
32		the person as limited partner;
33		(6) in the case of a person who is an individual, the
34		person's death;
35		(7) in the case of a person that is a trust or is
36		acting as a limited partner by virtue of being a trustee of

1		a trust, distribution of the trust's entire transferable
2		interest in the limited partnership, but not merely by
3		reason of the substitution of a successor trustee;
4		(8) in the case of a person that is an estate or is
5		acting as a limited partner by virtue of being a personal
6		representative of an estate, distribution of the estate's
7		entire transferable interest in the limited partnership,
8		but not merely by reason of the substitution of a successor
9		personal representative;
10		(9) termination of a limited partner that is not an
11		individual, partnership, limited liability company,
12		corporation, trust, or estate;
13		(10) the limited partnership's participation in a
14		conversion or merger under Article 11, if the limited
15		partnership:
16		(A) is not the converted or surviving entity; or
17		(B) is the converted or surviving entity but, as a
18		result of the conversion or merger, the person ceases
19		to be a limited partner.

20		Section 602. Effect of dissociation as limited partner.
21		(a) Upon a person's dissociation as a limited partner:
22		(1) subject to Section 704, the person does not have
23		further rights as a limited partner;
24		(2) the person's obligation of good faith and fair
25		dealing as a limited partner under Section 305(b) continues
26		only as to matters arising and events occurring before the
27		dissociation; and
28		(3) subject to Section 704 and Article 11, any
29		transferable interest owned by the person in the person's
30		capacity as a limited partner immediately before
31		dissociation is owned by the person as a mere transferee.
32		(b) A person's dissociation as a limited partner does not
33		of itself discharge the person from any obligation to the
34		limited partnership or the other partners which the person
35		incurred while a limited partner.

1		Section 603. Dissociation as general partner. A person is
2		dissociated from a limited partnership as a general partner
3		upon the occurrence of any of the following events:
4		(1) the limited partnership's having notice of the
5		person's express will to withdraw as a general partner or
6		on a later date specified by the person;
7		(2) an event agreed to in the partnership agreement as
8		causing the person's dissociation as a general partner;
9		(3) the person's expulsion as a general partner
10		pursuant to the partnership agreement;
11		(4) the person's expulsion as a general partner by the
12		unanimous consent of the other partners if:
13		(A) it is unlawful to carry on the limited
14		partnership's activities with the person as a general
15		partner;
16		(B) there has been a transfer of all or
17		substantially all of the person's transferable
18		interest in the limited partnership, other than a
19		transfer for security purposes, or a court order
20		charging the person's interest, which has not been
21		foreclosed;
22		(C) the person is a corporation and, within 90 days
23		after the limited partnership notifies the person that
24		it will be expelled as a general partner because it has
25		filed a certificate of dissolution or the equivalent,
26		its charter has been revoked, or its right to conduct
27		business has been suspended by the jurisdiction of its
28		incorporation, there is no revocation of the
29		certificate of dissolution or no reinstatement of its
30		charter or its right to conduct business; or
31		(D) the person is a limited liability company or
32		partnership that has been dissolved and whose business
33		is being wound up;
34		(5) on application by the limited partnership, the
35		person's expulsion as a general partner by judicial

1		determination because:
2		(A) the person engaged in wrongful conduct that
3		adversely and materially affected the limited
4		partnership activities;
5		(B) the person willfully or persistently committed
6		a material breach of the partnership agreement or of a
7		duty owed to the partnership or the other partners
8		under Section 408; or
9		(C) the person engaged in conduct relating to the
10		limited partnership's activities which makes it not
11		reasonably practicable to carry on the activities of
12		the limited partnership with the person as a general
13		partner;
14		(6) the person's:
15		(A) becoming a debtor in bankruptcy;
16		(B) execution of an assignment for the benefit of
17		creditors;
18		(C) seeking, consenting to, or acquiescing in the
19		appointment of a trustee, receiver, or liquidator of
20		the person or of all or substantially all of the
21		person's property; or
22		(D) failure, within 90 days after the appointment,
23		to have vacated or stayed the appointment of a trustee,
24		receiver, or liquidator of the general partner or of
25		all or substantially all of the person's property
26		obtained without the person''s consent or
27		acquiescence, or failing within 90 days after the
28		expiration of a stay to have the appointment vacated;
29		(7) in the case of a person who is an individual:
30		(A) the person's death;
31		(B) the appointment of a guardian or general
32		conservator for the person; or
33		(C) a judicial determination that the person has
34		otherwise become incapable of performing the person's
35		duties as a general partner under the partnership
36		agreement;

1		(8) in the case of a person that is a trust or is
2		acting as a general partner by virtue of being a trustee of
3		a trust, distribution of the trust's entire transferable
4		interest in the limited partnership, but not merely by
5		reason of the substitution of a successor trustee;
6		(9) in the case of a person that is an estate or is
7		acting as a general partner by virtue of being a personal
8		representative of an estate, distribution of the estate's
9		entire transferable interest in the limited partnership,
10		but not merely by reason of the substitution of a successor
11		personal representative;
12		(10) termination of a general partner that is not an
13		individual, partnership, limited liability company,
14		corporation, trust, or estate; or
15		(11) the limited partnership's participation in a
16		conversion or merger under Article 11, if the limited
17		partnership:
18		(A) is not the converted or surviving entity; or
19		(B) is the converted or surviving entity but, as a
20		result of the conversion or merger, the person ceases
21		to be a general partner.

22		Section 604. Person's to dissociate as general partner;
23		wrongful dissociation.
24		(a) A person has the power to dissociate as a general
25		partner at any time, rightfully or wrongfully, by express will
26		pursuant to Section 603(1).
27		(b) A person's dissociation as a general partner is
28		wrongful only if:
29		(1) it is in breach of an express provision of the
30		partnership agreement; or
31		(2) it occurs before the termination of the limited
32		partnership, and:
33		(A) the person withdraws as a general partner by
34		express will;
35		(B) the person is expelled as a general partner by

1		judicial determination under Section 603(5);
2		(C) the person is dissociated as a general partner
3		by becoming a debtor in bankruptcy; or
4		(D) in the case of a person that is not an
5		individual, trust other than a business trust, or
6		estate, the person is expelled or otherwise
7		dissociated as a general partner because it willfully
8		dissolved or terminated.
9		(c) A person that wrongfully dissociates as a general
10		partner is liable to the limited partnership and, subject to
11		Section 1001, to the other partners for damages caused by the
12		dissociation. The liability is in addition to any other
13		obligation of the general partner to the limited partnership or
14		to the other partners.

15		Section 605. Effect of dissociation as general partner.
16		(a) Upon a person's dissociation as a general partner:
17		(1) the person's right to participate as a general
18		partner in the management and conduct of the partnership's
19		activities terminates;
20		(2) the person's duty of loyalty as a general partner
21		under Section 408(b)(3) terminates;
22		(3) the person's duty of loyalty as a general partner
23		under Section 408(b)(1) and (2) and duty of care under
24		Section 408(c) continue only with regard to matters arising
25		and events occurring before the person's dissociation as a
26		general partner;
27		(4) the person may sign and deliver to the Secretary of
28		State for filing a statement of dissociation pertaining to
29		the person and, at the request of the limited partnership,
30		shall sign an amendment to the certificate of limited
31		partnership which states that the person has dissociated;
32		and
33		(5) subject to Section 704 and Article 11, any
34		transferable interest owned by the person immediately
35		before dissociation in the person's capacity as a general

1		partner is owned by the person as a mere transferee.
2		(b) A person's dissociation as a general partner does not
3		of itself discharge the person from any obligation to the
4		limited partnership or the other partners which the person
5		incurred while a general partner.

6		Section 606. Power to bind and liability to limited
7		partnership before dissolution of partnership of person
8		dissociated as general partner.
9		(a) After a person is dissociated as a general partner and
10		before the limited partnership is dissolved, converted under
11		Article 11, or merged out of existence under Article 11, the
12		limited partnership is bound by an act of the person only if:
13		(1) the act would have bound the limited partnership
14		under Section 402 before the dissociation; and
15		(2) at the time the other party enters into the
16		transaction:
17		(A) less than two years has passed since the
18		dissociation; and
19		(B) the other party does not have notice of the
20		dissociation and reasonably believes that the person
21		is a general partner.
22		(b) If a limited partnership is bound under subsection (a),
23		the person dissociated as a general partner which caused the
24		limited partnership to be bound is liable:
25		(1) to the limited partnership for any damage caused to
26		the limited partnership arising from the obligation
27		incurred under subsection (a); and
28		(2) if a general partner or another person dissociated
29		as a general partner is liable for the obligation, to the
30		general partner or other person for any damage caused to
31		the general partner or other person arising from the
32		liability.

33		Section 607. Liability to other persons of person
34		dissociated as general partner.

1		(a) A person's dissociation as a general partner does not
2		of itself discharge the person's liability as a general partner
3		for an obligation of the limited partnership incurred before
4		dissociation. Except as otherwise provided in subsections (b)
5		and (c), the person is not liable for a limited partnership's
6		obligation incurred after dissociation.
7		(b) A person whose dissociation as a general partner
8		resulted in a dissolution and winding up of the limited
9		partnership's activities is liable to the same extent as a
10		general partner under Section 404 on an obligation incurred by
11		the limited partnership under Section 804.
12		(c) A person that has dissociated as a general partner but
13		whose dissociation did not result in a dissolution and winding
14		up of the limited partnership's activities is liable on a
15		transaction entered into by the limited partnership after the
16		dissociation only if:
17		(1) a general partner would be liable on the
18		transaction; and
19		(2) at the time the other party enters into the
20		transaction:
21		(A) less than two years has passed since the
22		dissociation; and
23		(B) the other party does not have notice of the
24		dissociation and reasonably believes that the person
25		is a general partner.
26		(d) By agreement with a creditor of a limited partnership
27		and the limited partnership, a person dissociated as a general
28		partner may be released from liability for an obligation of the
29		limited partnership.
30		(e) A person dissociated as a general partner is released
31		from liability for an obligation of the limited partnership if
32		the limited partnership's creditor, with notice of the person's
33		dissociation as a general partner but without the person's
34		consent, agrees to a material alteration in the nature or time
35		of payment of the obligation.

ARTICLE 7 TRANSFERABLE INTERESTS AND RIGHTS

OF TRANSFEREES AND CREDITORS

4		Section 701. Partner's transferable interest. The only
5		interest of a partner which is transferable is the partner's
6		transferable interest. A transferable interest is personal
7		property.

8		Section 702. Transfer of partner's transferable interest.
9		(a) A transfer, in whole or in part, of a partner's
10		transferable interest:
11		(1) is permissible;
12		(2) does not by itself cause the partner's dissociation
13		or a dissolution and winding up of the limited
14		partnership's activities; and
15		(3) does not, as against the other partners or the
16		limited partnership, entitle the transferee to participate
17		in the management or conduct of the limited partnership's
18		activities, to require access to information concerning
19		the limited partnership's transactions except as otherwise
20		provided in subsection (c), or to inspect or copy the
21		required information or the limited partnership's other
22		records.
23		(b) A transferee has a right to receive, in accordance with
24		the transfer:
25		(1) distributions to which the transferor would
26		otherwise be entitled; and
27		(2) upon the dissolution and winding up of the limited
28		partnership's activities the net amount otherwise
29		distributable to the transferor.
30		(c) In a dissolution and winding up, a transferee is
31		entitled to an account of the limited partnership's
32		transactions only from the date of dissolution.
33		(d) Upon transfer, the transferor retains the rights of a
34		partner other than the interest in distributions transferred

1		and retains all duties and obligations of a partner.
2		(e) A limited partnership need not give effect to a
3		transferee's rights under this Section until the limited
4		partnership has notice of the transfer.
5		(f) A transfer of a partner's transferable interest in the
6		limited partnership in violation of a restriction on transfer
7		contained in the partnership agreement is ineffective as to a
8		person having notice of the restriction at the time of
9		transfer.
10		(g) A transferee that becomes a partner with respect to a
11		transferable interest is liable for the transferor's
12		obligations under Sections 502 and 509. However, the transferee
13		is not obligated for liabilities unknown to the transferee at
14		the time the transferee became a partner.

15		Section 703. Rights of creditor of partner or transferee.
16		(a) On application to a court of competent jurisdiction by
17		any judgment creditor of a partner or transferee, the court may
18		charge the transferable interest of the judgment debtor with
19		payment of the unsatisfied amount of the judgment with
20		interest. To the extent so charged, the judgment creditor has
21		only the rights of a transferee. The court may appoint a
22		receiver of the share of the distributions due or to become due
23		to the judgment debtor in respect of the partnership and make
24		all other orders, directions, accounts, and inquiries the
25		judgment debtor might have made or which the circumstances of
26		the case may require to give effect to the charging order.
27		(b) A charging order constitutes a lien on the judgment
28		debtor's transferable interest. The court may order a
29		foreclosure upon the interest subject to the charging order at
30		any time. The purchaser at the foreclosure sale has the rights
31		of a transferee.
32		(c) At any time before foreclosure, an interest charged may
33		be redeemed:
34		(1) by the judgment debtor;
35		(2) with property other than limited partnership

1		property, by one or more of the other partners; or
2		(3) with limited partnership property, by the limited
3		partnership with the consent of all partners whose
4		interests are not so charged.
5		(d) This Act does not deprive any partner or transferee of
6		the benefit of any exemption laws applicable to the partner's
7		or transferee's transferable interest.
8		(e) This Section provides the exclusive remedy by which a
9		judgment creditor of a partner or transferee may satisfy a
10		judgment out of the judgment debtor's transferable interest.

11		Section 704. Power of estate of deceased partner. If a
12		partner dies, the deceased partner's personal representative
13		or other legal representative may exercise the rights of a
14		transferee as provided in Section 702 and, for the purposes of
15		settling the estate, may exercise the rights of a current
16		limited partner under Section 304.

ARTICLE 8 DISSOLUTION

19		Section 801. Nonjudicial dissolution. Except as otherwise
20		provided in Section 802, a limited partnership is dissolved,
21		and its activities must be wound up, only upon the occurrence
22		of any of the following:
23		(1) the happening of an event specified in the
24		partnership agreement;
25		(2) the consent of all general partners and of limited
26		partners owning a majority of the rights to receive
27		distributions as limited partners at the time the consent
28		is to be effective;
29		(3) after the dissociation of a person as a general
30		partner:
31		(A) if the limited partnership has at least one
32		remaining general partner, the consent to dissolve the

1		limited partnership given within 90 days after the
2		dissociation by partners owning a majority of the
3		rights to receive distributions as partners at the time
4		the consent is to be effective; or
5		(B) if the limited partnership does not have a
6		remaining general partner, the passage of 90 days after
7		the dissociation, unless before the end of the period:
8		(i) consent to continue the activities of the
9		limited partnership and admit at least one general
10		partner is given by limited partners owning a
11		majority of the rights to receive distributions as
12		limited partners at the time the consent is to be
13		effective; and
14		(ii) at least one person is admitted as a
15		general partner in accordance with the consent;
16		(4) the passage of 90 days after the dissociation of
17		the limited partnership's last limited partner, unless
18		before the end of the period the limited partnership admits
19		at least one limited partner; or
20		(5) the signing and filing of a declaration of
21		dissolution by the Secretary of State under Section 809(c).

22		Section 802. Judicial dissolution. On application by a
23		partner the circuit court may order dissolution of a limited
24		partnership if it is not reasonably practicable to carry on the
25		activities of the limited partnership in conformity with the
26		partnership agreement.

27		Section 803. Winding up.
28		(a) A limited partnership continues after dissolution only
29		for the purpose of winding up its activities.
30		(b) In winding up its activities, the limited partnership:
31		(1) may amend its certificate of limited partnership to
32		state that the limited partnership is dissolved, preserve
33		the limited partnership business or property as a going
34		concern for a reasonable time, prosecute and defend actions

1		and proceedings, whether civil, criminal, or
2		administrative, transfer the limited partnership's
3		property, settle disputes by mediation or arbitration,
4		file a statement of termination as provided in Section 203,
5		and perform other necessary acts; and
6		(2) shall discharge the limited partnership's
7		liabilities, settle and close the limited partnership's
8		activities, and marshal and distribute the assets of the
9		partnership.
10		(c) If a dissolved limited partnership does not have a
11		general partner, a person to wind up the dissolved limited
12		partnership's activities may be appointed by the consent of
13		limited partners owning a majority of the rights to receive
14		distributions as limited partners at the time the consent is to
15		be effective. A person appointed under this subsection:
16		(1) has the powers of a general partner under Section
17		804; and
18		(2) shall promptly amend the certificate of limited
19		partnership to state:
20		(A) that the limited partnership does not have a
21		general partner;
22		(B) the name of the person that has been appointed
23		to wind up the limited partnership; and
24		(C) the street and mailing address of the person.
25		(d) On the application of any partner, the circuit court
26		may order judicial supervision of the winding up, including the
27		appointment of a person to wind up the dissolved limited
28		partnership's activities, if:
29		(1) a limited partnership does not have a general
30		partner and within a reasonable time following the
31		dissolution no person has been appointed pursuant to
32		subsection (c); or
33		(2) the applicant establishes other good cause.

34		Section 804. Power of general partner and person
35		dissociated as general partner to bind partnership after

1		dissolution.
2		(a) A limited partnership is bound by a general partner's
3		act after dissolution which:
4		(1) is appropriate for winding up the limited
5		partnership's activities; or
6		(2) would have bound the limited partnership under
7		Section 402 before dissolution, if, at the time the other
8		party enters into the transaction, the other party does not
9		have notice of the dissolution.
10		(b) A person dissociated as a general partner binds a
11		limited partnership through an act occurring after dissolution
12		if:
13		(1) at the time the other party enters into the
14		transaction:
15		(A) less than two years has passed since the
16		dissociation; and
17		(B) the other party does not have notice of the
18		dissociation and reasonably believes that the person
19		is a general partner; and
20		(2) the act:
21		(A) is appropriate for winding up the limited
22		partnership's activities; or
23		(B) would have bound the limited partnership under
24		Section 402 before dissolution and at the time the
25		other party enters into the transaction the other party
26		does not have notice of the dissolution.

27		Section 805. Liability after dissolution of general
28		partner and person dissociated as general partner to limited
29		partnership, other general partners, and persons dissociated
30		as general partner.
31		(a) If a general partner having knowledge of the
32		dissolution causes a limited partnership to incur an obligation
33		under Section 804(a) by an act that is not appropriate for
34		winding up the partnership's activities, the general partner is
35		liable:

1		(1) to the limited partnership for any damage caused to
2		the limited partnership arising from the obligation; and
3		(2) if another general partner or a person dissociated as a
4		general partner is liable for the obligation, to that other
5		general partner or person for any damage caused to that
6		other general partner or person arising from the liability.
7		(b) If a person dissociated as a general partner causes a
8		limited partnership to incur an obligation under Section
9		804(b), the person is liable:
10		(1) to the limited partnership for any damage caused to
11		the limited partnership arising from the obligation; and
12		(2) if a general partner or another person dissociated
13		as a general partner is liable for the obligation, to the
14		general partner or other person for any damage caused to
15		the general partner or other person arising from the
16		liability.

17		Section 806. Known claims against dissolved limited
18		partnership.
19		(a) A dissolved limited partnership may dispose of the
20		known claims against it by following the procedure described in
21		subsection (b).
22		(b) A dissolved limited partnership may notify its known
23		claimants of the dissolution in a record. The notice must:
24		(1) specify the information required to be included in
25		a claim;
26		(2) provide a mailing address to which the claim is to
27		be sent;
28		(3) state the deadline for receipt of the claim, which
29		may not be less than 120 days after the date the notice is
30		received by the claimant;
31		(4) state that the claim will be barred if not received
32		by the deadline; and
33		(5) unless the limited partnership has been throughout
34		its existence a limited liability limited partnership,
35		state that the barring of a claim against the limited

1		partnership will also bar any corresponding claim against
2		any general partner or person dissociated as a general
3		partner which is based on Section 404.
4		(c) A claim against a dissolved limited partnership is
5		barred if the requirements of subsection (b) are met and:
6		(1) the claim is not received by the specified
7		deadline; or
8		(2) in the case of a claim that is timely received but
9		rejected by the dissolved limited partnership, the
10		claimant does not commence an action to enforce the claim
11		against the limited partnership within 90 days after the
12		receipt of the notice of the rejection.
13		(d) This Section does not apply to a claim based on an
14		event occurring after the effective date of dissolution or a
15		liability that is contingent on that date.

16		Section 807. Other claims against dissolved limited
17		partnership.
18		(a) A dissolved limited partnership may publish notice of
19		its dissolution and request persons having claims against the
20		limited partnership to present them in accordance with the
21		notice.
22		(b) The notice must:
23		(1) be published at least once in a newspaper of
24		general circulation in the county in which the dissolved
25		limited partnership's principal office is located or, if it
26		has none in this State, in the county in which the limited
27		partnership's designated office is or was last located;
28		(2) describe the information required to be contained
29		in a claim and provide a mailing address to which the claim
30		is to be sent;
31		(3) state that a claim against the limited partnership
32		is barred unless an action to enforce the claim is
33		commenced within five years after publication of the
34		notice; and
35		(4) unless the limited partnership has been throughout

1		its existence a limited liability limited partnership,
2		state that the barring of a claim against the limited
3		partnership will also bar any corresponding claim against
4		any general partner or person dissociated as a general
5		partner which is based on Section 404.
6		(c) If a dissolved limited partnership publishes a notice
7		in accordance with subsection (b), the claim of each of the
8		following claimants is barred unless the claimant commences an
9		action to enforce the claim against the dissolved limited
10		partnership within five years after the publication date of the
11		notice:
12		(1) a claimant that did not receive notice in a record
13		under Section 806;
14		(2) a claimant whose claim was timely sent to the
15		dissolved limited partnership but not acted on; and
16		(3) a claimant whose claim is contingent or based on an
17		event occurring after the effective date of dissolution.
18		(d) A claim not barred under this Section may be enforced:
19		(1) against the dissolved limited partnership, to the
20		extent of its undistributed assets;
21		(2) if the assets have been distributed in liquidation,
22		against a partner or transferee to the extent of that
23		person's proportionate share of the claim or the limited
24		partnership's assets distributed to the partner or
25		transferee in liquidation, whichever is less, but a
26		person's total liability for all claims under this
27		paragraph does not exceed the total amount of assets
28		distributed to the person as part of the winding up of the
29		dissolved limited partnership; or
30		(3) against any person liable on the claim under
31		Section 404.

32		Section 808. Liability of general partner and person
33		dissociated as general partner when claim against limited
34		partnership barred. If a claim against a dissolved limited
35		partnership is barred under Section 806 or 807, any

1		corresponding claim under Section 404 is also barred.

2		Section 809. Administrative dissolution.
3		(a) The Secretary of State may dissolve a limited
4		partnership administratively if the limited partnership does
5		not, within 60 days after the due date:
6		(1) pay any fee, tax, or penalty due to the Secretary
7		of State under this Act or other law; or
8		(2) deliver its annual report to the Secretary of
9		State.
10		(b) If the Secretary of State determines that a ground
11		exists for administratively dissolving a limited partnership,
12		the Secretary of State shall file a record of the determination
13		and serve the limited partnership with a copy of the filed
14		record.
15		(c) If within 60 days after service of the copy the limited
16		partnership does not correct each ground for dissolution or
17		demonstrate to the reasonable satisfaction of the Secretary of
18		State that each ground determined by the Secretary of State
19		does not exist, the Secretary of State shall administratively
20		dissolve the limited partnership by preparing, signing and
21		filing a declaration of dissolution that states the grounds for
22		dissolution. The Secretary of State shall serve the limited
23		partnership with a copy of the filed declaration.
24		(d) A limited partnership administratively dissolved
25		continues its existence but may carry on only activities
26		necessary to wind up its activities and liquidate its assets
27		under Sections 803 and 812 and to notify claimants under
28		Sections 806 and 807.
29		(e) The administrative dissolution of a limited
30		partnership does not terminate the authority of its agent for
31		service of process.

32		Section 810. Reinstatement following administrative
33		dissolution.
34		(a) A limited partnership that has been administratively

1		dissolved may apply to the Secretary of State for reinstatement
2		within two years after the effective date of dissolution. The
3		application must be delivered to the Secretary of State for
4		filing and state:
5		(1) the name of the limited partnership and the
6		effective date of its administrative dissolution;
7		(2) that the grounds for dissolution either did not
8		exist or have been eliminated; and
9		(3) that the limited partnership's name satisfies the
10		requirements of Section 108.
11		(b) If the Secretary of State determines that an
12		application contains the information required by subsection
13		(a) and that the information is correct, the Secretary of State
14		shall prepare a declaration of reinstatement that states this
15		determination, sign, and file the original of the declaration
16		of reinstatement, and serve the limited partnership with a
17		copy.
18		(c) When reinstatement becomes effective, it relates back
19		to and takes effect as of the effective date of the
20		administrative dissolution and the limited partnership may
21		resume its activities as if the administrative dissolution had
22		never occurred.

23		Section 811. Appeal from denial of reinstatement.
24		(a) If the Secretary of State denies a limited
25		partnership's application for reinstatement following
26		administrative dissolution, the Secretary of State shall
27		prepare, sign and file a notice that explains the reason or
28		reasons for denial and serve the limited partnership with a
29		copy of the notice.
30		(b) Within 30 days after service of the notice of denial,
31		the limited partnership may appeal from the denial of
32		reinstatement by petitioning the Circuit Court of Sangamon
33		County to set aside the dissolution. The petition must be
34		served on the Secretary of State and contain a copy of the
35		Secretary of State's declaration of dissolution, the limited

1		partnership's application for reinstatement, and the Secretary
2		of State's notice of denial.
3		(c) The court may summarily order the Secretary of State to
4		reinstate the dissolved limited partnership or may take other
5		action the court considers appropriate.

6		Section 812. Disposition of assets; when contributions
7		required.
8		(a) In winding up a limited partnership's activities, the
9		assets of the limited partnership, including the contributions
10		required by this Section, must be applied to satisfy the
11		limited partnership's obligations to creditors, including, to
12		the extent permitted by law, partners that are creditors.
13		(b) Any surplus remaining after the limited partnership
14		complies with subsection (a) must be paid in cash as a
15		distribution.
16		(c) If a limited partnership's assets are insufficient to
17		satisfy all of its obligations under subsection (a), with
18		respect to each unsatisfied obligation incurred when the
19		limited partnership was not a limited liability limited
20		partnership, the following rules apply:
21		(1) Each person that was a general partner when the
22		obligation was incurred and that has not been released from
23		the obligation under Section 607 shall contribute to the
24		limited partnership for the purpose of enabling the limited
25		partnership to satisfy the obligation. The contribution
26		due from each of those persons is in proportion to the
27		right to receive distributions in the capacity of general
28		partner in effect for each of those persons when the
29		obligation was incurred.
30		(2) If a person does not contribute the full amount
31		required under paragraph (1) with respect to an unsatisfied
32		obligation of the limited partnership, the other persons
33		required to contribute by paragraph (1) on account of the
34		obligation shall contribute the additional amount
35		necessary to discharge the obligation. The additional

1		contribution due from each of those other persons is in
2		proportion to the right to receive distributions in the
3		capacity of general partner in effect for each of those
4		other persons when the obligation was incurred.
5		(3) If a person does not make the additional
6		contribution required by paragraph (2), further additional
7		contributions are determined and due in the same manner as
8		provided in that paragraph.
9		(d) A person that makes an additional contribution under
10		subsection (c)(2) or (3) may recover from any person whose
11		failure to contribute under subsection (c)(1) or (2)
12		necessitated the additional contribution. A person may not
13		recover under this subsection more than the amount additionally
14		contributed. A person's liability under this subsection may not
15		exceed the amount the person failed to contribute.
16		(e) The estate of a deceased individual is liable for the
17		person's obligations under this section.
18		(f) An assignee for the benefit of creditors of a limited
19		partnership or a partner, or a person appointed by a court to
20		represent creditors of a limited partnership or a partner, may
21		enforce a person's obligation to contribute under subsection
22		(c).

ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS

25		Section 901. Governing law.
26		(a) The laws of the State or other jurisdiction under which
27		a foreign limited partnership is organized govern relations
28		among the partners of the foreign limited partnership and
29		between the partners and the foreign limited partnership and
30		the liability of partners as partners for an obligation of the
31		foreign limited partnership.
32		(b) A foreign limited partnership may not be denied a
33		certificate of authority by reason of any difference between
34		the laws of the jurisdiction under which the foreign limited

1		partnership is organized and the laws of this State.
2		(c) A certificate of authority does not authorize a foreign
3		limited partnership to engage in any business or exercise any
4		power that a limited partnership may not engage in or exercise
5		in this State.

6		Section 902. Application for certificate of authority.
7		(a) A foreign limited partnership may apply for a
8		certificate of authority to transact business in this State by
9		delivering an application to the Secretary of State for filing.
10		The application must state:
11		(1) the name of the foreign limited partnership and, if
12		the name does not comply with Section 108, an alternate
13		name adopted pursuant to Section 905(a);
14		(2) the name of the State or other jurisdiction under
15		whose law the foreign limited partnership is organized;
16		(3) the street and mailing address of the foreign
17		limited partnership's principal office and, if the laws of
18		the jurisdiction under which the foreign limited
19		partnership is organized require the foreign limited
20		partnership to maintain an office in that jurisdiction, the
21		street and mailing address of the required office;
22		(4) the name and street and mailing address of the
23		foreign limited partnership's initial agent for service of
24		process in this State;
25		(5) the name and street and mailing address of each of
26		the foreign limited partnership's general partners; and
27		(6) whether the foreign limited partnership is a
28		foreign limited liability limited partnership.
29		(b) A foreign limited partnership shall deliver with the
30		completed application a certificate of existence or a record of
31		similar import signed by the Secretary of State or other
32		official having custody of the foreign limited partnership's
33		publicly filed records in the State or other jurisdiction under
34		whose law the foreign limited partnership is organized.

1		Section 903. Activities not constituting transacting
2		business.
3		(a) Activities of a foreign limited partnership which do
4		not constitute transacting business in this State within the
5		meaning of this Article include:
6		(1) maintaining, defending, and settling an action or
7		proceeding;
8		(2) holding meetings of its partners or carrying on any
9		other activity concerning its internal affairs;
10		(3) maintaining accounts in financial institutions;
11		(4) maintaining offices or agencies for the transfer,
12		exchange, and registration of the foreign limited
13		partnership's own securities or maintaining trustees or
14		depositories with respect to those securities;
15		(5) selling through independent contractors;
16		(6) soliciting or obtaining orders, whether by mail or
17		electronic means or through employees or agents or
18		otherwise, if the orders require acceptance outside this
19		State before they become contracts;
20		(7) creating or acquiring indebtedness, mortgages, or
21		security interests in real or personal property;
22		(8) securing or collecting debts or enforcing
23		mortgages or other security interests in property securing
24		the debts, and holding, protecting, and maintaining
25		property so acquired;
26		(9) conducting an isolated transaction that is
27		completed within 30 days and is not one in the course of
28		similar transactions of a like manner; and
29		(10) transacting business in interstate commerce.
30		(b) For purposes of this Article, the ownership in this
31		State of income-producing real property or tangible personal
32		property, other than property excluded under subsection (a),
33		constitutes transacting business in this State.
34		(c) This Section does not apply in determining the contacts
35		or activities that may subject a foreign limited partnership to
36		service of process, taxation, or regulation under any other law

1		of this State.

2		Section 904. Filing of certificate of authority. Unless the
3		Secretary of State determines that an application for a
4		certificate of authority does not comply with the filing
5		requirements of this Act, the Secretary of State, upon payment
6		of all filing fees, shall file the application, prepare, sign
7		and file a certificate of authority to transact business in
8		this State, and send a copy of the filed certificate, together
9		with a receipt for the fees, to the foreign limited partnership
10		or its representative.

11		Section 905. Noncomplying name of foreign limited
12		partnership.
13		(a) A foreign limited partnership whose name does not
14		comply with Section 108 may not obtain a certificate of
15		authority until it adopts, for the purpose of transacting
16		business in this State, an alternate name that complies with
17		Section 108. A foreign limited partnership that adopts an
18		alternate name under this subsection and then obtains a
19		certificate of authority with the name need not comply with the
20		Assumed Business Name Act. After obtaining a certificate of
21		authority with an alternate name, a foreign limited partnership
22		shall transact business in this State under the name unless the
23		foreign limited partnership is authorized under the Assumed
24		Business Name Act to transact business in this State under
25		another name.
26		(b) If a foreign limited partnership authorized to transact
27		business in this State changes its name to one that does not
28		comply with Section 108, it may not thereafter transact
29		business in this State until it complies with subsection (a)
30		and obtains an amended certificate of authority.

31		Section 906. Revocation of certificate of authority.
32		(a) A certificate of authority of a foreign limited
33		partnership to transact business in this State may be revoked

1		by the Secretary of State in the manner provided in subsections
2		(b) and (c) if the foreign limited partnership does not:
3		(1) pay, within 60 days after the due date, any fee,
4		tax or penalty due to the Secretary of State under this Act
5		or other law;
6		(2) deliver, within 60 days after the due date, its
7		annual report required under Section 210;
8		(3) appoint and maintain an agent for service of
9		process as required by Section 114(b); or
10		(4) deliver for filing a statement of a change under
11		Section 115 within 30 days after a change has occurred in
12		the name or address of the agent.
13		(b) In order to revoke a certificate of authority, the
14		Secretary of State must prepare, sign, and file a notice of
15		revocation and send a copy to the foreign limited partnership's
16		agent for service of process in this State, or if the foreign
17		limited partnership does not appoint and maintain a proper
18		agent in this State, to the foreign limited partnership's
19		designated office. The notice must state:
20		(1) the revocation's effective date, which must be at
21		least 60 days after the date the Secretary of State sends
22		the copy; and
23		(2) the foreign limited partnership's failures to
24		comply with subsection (a) which are the reason for the
25		revocation.
26		(c) The authority of the foreign limited partnership to
27		transact business in this State ceases on the effective date of
28		the notice of revocation unless before that date the foreign
29		limited partnership cures each failure to comply with
30		subsection (a) stated in the notice. If the foreign limited
31		partnership cures the failures, the Secretary of State shall so
32		indicate on the filed notice.

33		Section 907. Cancellation of certificate of authority;
34		effect of failure to have certificate.
35		(a) In order to cancel its certificate of authority to

1		transact business in this State, a foreign limited partnership
2		must deliver to the Secretary of State for filing a notice of
3		cancellation. The certificate is canceled when the notice
4		becomes effective under Section 206.
5		(b) A foreign limited partnership transacting business in
6		this State may not maintain an action or proceeding in this
7		State unless it has a certificate of authority to transact
8		business in this State.
9		(c) The failure of a foreign limited partnership to have a
10		certificate of authority to transact business in this State
11		does not impair the validity of a contract or act of the
12		foreign limited partnership or prevent the foreign limited
13		partnership from defending an action or proceeding in this
14		State.
15		(d) A partner of a foreign limited partnership is not
16		liable for the obligations of the foreign limited partnership
17		solely by reason of the foreign limited partnership's having
18		transacted business in this State without a certificate of
19		authority.
20		(e) If a foreign limited partnership transacts business in
21		this State without a certificate of authority or cancels its
22		certificate of authority, it appoints the Secretary of State as
23		its agent for service of process for rights of action arising
24		out of the transaction of business in this State.

25		Section 908. Action by Attorney General. The Attorney
26		General may maintain an action to restrain a foreign limited
27		partnership from transacting business in this State in
28		violation of this Article.

ARTICLE 10 ACTIONS BY PARTNERS

31		Section 1001. Direct action by partner.
32		(a) Subject to subsection (b), a partner may maintain a
33		direct action against the limited partnership or another

1		partner for legal or equitable relief, with or without an
2		accounting as to the partnership's activities, to enforce the
3		rights and otherwise protect the interests of the partner,
4		including rights and interests under the partnership agreement
5		or this Act or arising independently of the partnership
6		relationship.
7		(b) A partner commencing a direct action under this Section
8		is required to plead and prove an actual or threatened injury
9		that is not solely the result of an injury suffered or
10		threatened to be suffered by the limited partnership.
11		(c) The accrual of, and any time limitation on, a right of
12		action for a remedy under this Section is governed by other
13		law. A right to an accounting upon a dissolution and winding up
14		does not revive a claim barred by law.

15		Section 1002. Derivative action. A partner may maintain a
16		derivative action to enforce a right of a limited partnership
17		if:
18		(1) the partner first makes a demand on the general
19		partners, requesting that they cause the limited
20		partnership to bring an action to enforce the right, and
21		the general partners do not bring the action within a
22		reasonable time; or
23		(2) a demand would be futile.

24		Section 1003. Proper plaintiff. A derivative action may be
25		maintained only by a person that is a partner at the time the
26		action is commenced and:
27		(1) that was a partner when the conduct giving rise to
28		the action occurred; or
29		(2) whose status as a partner devolved upon the person
30		by operation of law or pursuant to the terms of the
31		partnership agreement from a person that was a partner at
32		the time of the conduct.

33

Section 1004. Pleading. In a derivative action, the

1		complaint must state with particularity:
2		(1) the date and content of plaintiff's demand and the
3		general partners' response to the demand; or
4		(2) why demand should be excused as futile.

5		Section 1005. Proceeds and expenses.
6		(a) Except as otherwise provided in subsection (b):
7		(1) any proceeds or other benefits of a derivative
8		action, whether by judgment, compromise, or settlement,
9		belong to the limited partnership and not to the derivative
10		plaintiff;
11		(2) if the derivative plaintiff receives any proceeds,
12		the derivative plaintiff shall immediately remit them to
13		the limited partnership.
14		(b) If a derivative action is successful in whole or in
15		part, the court may award the plaintiff reasonable expenses,
16		including reasonable attorney's fees, from the recovery of the
17		limited partnership.

ARTICLE 11 CONVERSION AND MERGER

20		Section 1101. Definitions. In this Article:
21		(1) "Constituent limited partnership" means a constituent
22		organization that is a limited partnership.
23		(2) "Constituent organization" means an organization that
24		is party to a merger.
25		(3) "Converted organization" means the organization into
26		which a converting organization converts pursuant to Sections
27		1102 through 1105.
28		(4) "Converting limited partnership" means a converting
29		organization that is a limited partnership.
30		(5) "Converting organization" means an organization that
31		converts into another organization pursuant to Section 1102.
32		(6) "General partner" means a general partner of a limited
33		partnership.

1		(7) "Governing statute" of an organization means the
2		statute that governs the organization's internal affairs.
3		(8) "Organization" means a general partnership, including
4		a limited liability partnership; limited partnership,
5		including a limited liability limited partnership; limited
6		liability company; business trust; corporation; or any other
7		person having a governing statute. The term includes domestic
8		and foreign organizations whether or not organized for profit.
9		(9) "Organizational documents" means:
10		(A) for a domestic or foreign general partnership, its
11		partnership agreement;
12		(B) for a limited partnership or foreign limited
13		partnership, its certificate of limited partnership and
14		partnership agreement;
15		(C) for a domestic or foreign limited liability
16		company, its articles of organization and operating
17		agreement, or comparable records as provided in its
18		governing statute;
19		(D) for a business trust, its agreement of trust and
20		declaration of trust;
21		(E) for a domestic or foreign corporation for profit,
22		its articles of incorporation, bylaws, and other
23		agreements among its shareholders which are authorized by
24		its governing statute, or comparable records as provided in
25		its governing statute; and
26		(F) for any other organization, the basic records that
27		create the organization and determine its internal
28		governance and the relations among the persons that own it,
29		have an interest in it, or are members of it.
30		(10) "Personal liability" means personal liability for a
31		debt, liability, or other obligation of an organization which
32		is imposed on a person that co-owns, has an interest in, or is
33		a member of the organization:
34		(A) by the organization's governing statute solely by
35		reason of the person co-owning, having an interest in, or
36		being a member of the organization; or

1		(B) by the organization's organizational documents
2		under a provision of the organization's governing statute
3		authorizing those documents to make one or more specified
4		persons liable for all or specified debts, liabilities, and
5		other obligations of the organization solely by reason of
6		the person or persons co-owning, having an interest in, or
7		being a member of the organization.
8		(11) "Surviving organization" means an organization into
9		which one or more other organizations are merged. A surviving
10		organization may preexist the merger or be created by the
11		merger.

12		Section 1102. Conversion.
13		(a) An organization other than a limited partnership may
14		convert to a limited partnership, and a limited partnership may
15		convert to another organization pursuant to this Section and
16		Sections 1103 through 1105 and a plan of conversion, if:
17		(1) the other organization's governing statute
18		authorizes the conversion;
19		(2) the conversion is not prohibited by the law of the
20		jurisdiction that enacted the governing statute; and
21		(3) the other organization complies with its governing
22		statute in effecting the conversion.
23		(b) A plan of conversion must be in a record and must
24		include:
25		(1) the name and form of the organization before
26		conversion;
27		(2) the name and form of the organization after
28		conversion; and
29		(3) the terms and conditions of the conversion,
30		including the manner and basis for converting interests in
31		the converting organization into any combination of money,
32		interests in the converted organization, and other
33		consideration; and
34		(4) the organizational documents of the converted
35		organization.

1		Section 1103. Action on plan of conversion by converting
2		limited partnership.
3		(a) Subject to Section 1110, a plan of conversion must be
4		consented to by all the partners of a converting limited
5		partnership.
6		(b) Subject to Section 1110 and any contractual rights,
7		after a conversion is approved, and at any time before a filing
8		is made under Section 1104, a converting limited partnership
9		may amend the plan or abandon the planned conversion:
10		(1) as provided in the plan; and
11		(2) except as prohibited by the plan, by the same
12		consent as was required to approve the plan.

13		Section 1104. Filings required for conversion; effective
14		date.
15		(a) After a plan of conversion is approved:
16		(1) a converting limited partnership shall deliver to
17		the Secretary of State for filing articles of conversion,
18		which must include:
19		(A) a statement that the limited partnership has
20		been converted into another organization;
21		(B) the name and form of the organization and the
22		jurisdiction of its governing statute;
23		(C) the date the conversion is effective under the
24		governing statute of the converted organization;
25		(D) a statement that the conversion was approved as
26		required by this Act;
27		(E) a statement that the conversion was approved as
28		required by the governing statute of the converted
29		organization; and
30		(F) if the converted organization is a foreign
31		organization not authorized to transact business in
32		this State, the street and mailing address of an office
33		which the Secretary of State may use for the purposes
34		of Section 1105(c); and

1		(2) if the converting organization is not a converting
2		limited partnership, the converting organization shall
3		deliver to the Secretary of State for filing a certificate
4		of limited partnership, which must include, in addition to
5		the information required by Section 201:
6		(A) a statement that the limited partnership was
7		converted from another organization;
8		(B) the name and form of the organization and the
9		jurisdiction of its governing statute; and (C) a
10		statement that the conversion was approved in a manner
11		that complied with the organization's governing
12		statute.
13		(b) A conversion becomes effective:
14		(1) if the converted organization is a limited
15		partnership, when the certificate of limited partnership
16		takes effect; and
17		(2) if the converted organization is not a limited
18		partnership, as provided by the governing statute of
19		the converted organization.

20		Section 1105. Effect of conversion.
21		(a) An organization that has been converted pursuant to
22		this Article is for all purposes the same entity that existed
23		before the conversion.
24		(b) When a conversion takes effect:
25		(1) all property owned by the converting organization
26		remains vested in the converted organization;
27		(2) all debts, liabilities, and other obligations of
28		the converting organization continue as obligations of the
29		converted organization;
30		(3) an action or proceeding pending by or against the
31		converting organization may be continued as if the
32		conversion had not occurred;
33		(4) except as prohibited by other law, all of the
34		rights, privileges, immunities, powers, and purposes of
35		the converting organization remain vested in the converted

1		organization;
2		(5) except as otherwise provided in the plan of
3		conversion, the terms and conditions of the plan of
4		conversion take effect; and
5		(6) except as otherwise agreed, the conversion does not
6		dissolve a converting limited partnership for the purposes
7		of Article 8.
8		(c) A converted organization that is a foreign organization
9		consents to the jurisdiction of the courts of this State to
10		enforce any obligation owed by the converting limited
11		partnership, if before the conversion the converting limited
12		partnership was subject to suit in this State on the
13		obligation. A converted organization that is a foreign
14		organization and not authorized to transact business in this
15		State appoints the Secretary of State as its agent for service
16		of process for purposes of enforcing an obligation under this
17		subsection. Service on the Secretary of State under this
18		subsection is made in the same manner and with the same
19		consequences as in Section 117(c) and (d).

20		Section 1106. Merger.
21		(a) A limited partnership may merge with one or more other
22		constituent organizations pursuant to this Section and
23		Sections 1107 through 1109 and a plan of merger, if:
24		(1) the governing statute of each the other
25		organizations authorizes the merger;
26		(2) the merger is not prohibited by the law of a
27		jurisdiction that enacted any of those governing statutes;
28		and
29		(3) each of the other organizations complies with its
30		governing statute in effecting the merger.
31		(b) A plan of merger must be in a record and must include:
32		(1) the name and form of each constituent organization;
33		(2) the name and form of the surviving organization
34		and, if the surviving organization is to be created by the
35		merger, a statement to that effect;

1		(3) the terms and conditions of the merger, including
2		the manner and basis for converting the interests in each
3		constituent organization into any combination of money,
4		interests in the surviving organization, and other
5		consideration;
6		(4) if the surviving organization is to be created by
7		the merger, the surviving organization's organizational
8		documents; and
9		(5) if the surviving organization is not to be created
10		by the merger, any amendments to be made by the merger to
11		the surviving organization's organizational documents.

12		Section 1107. Action on plan of merger by constituent
13		limited partnership.
14		(a) Subject to Section 1110, a plan of merger must be
15		consented to by all the partners of a constituent limited
16		partnership.
17		(b) Subject to Section 1110 and any contractual rights,
18		after a merger is approved, and at any time before a filing is
19		made under Section 1108, a constituent limited partnership may
20		amend the plan or abandon the planned merger:
21		(1) as provided in the plan; and
22		(2) except as prohibited by the plan, with the same
23		consent as was required to approve the plan.

24		Section 1108. Filings required for merger; effective date.
25		(a) After each constituent organization has approved a
26		merger, articles of merger must be signed on behalf of:
27		(1) each preexisting constituent limited partnership,
28		by each general partner listed in the certificate of
29		limited partnership; and
30		(2) each other preexisting constituent organization,
31		by an authorized representative.
32		(b) The articles of merger must include:
33		(1) the name and form of each constituent organization
34		and the jurisdiction of its governing statute;

1		(2) the name and form of the surviving organization,
2		the jurisdiction of its governing statute, and, if the
3		surviving organization is created by the merger, a
4		statement to that effect;
5		(3) the date the merger is effective under the
6		governing statute of the surviving organization;
7		(4) if the surviving organization is to be created by
8		the merger:
9		(A) if it will be a limited partnership, the
10		limited partnership's certificate of limited
11		partnership; or
12		(B) if it will be an organization other than a
13		limited partnership, the organizational document that
14		creates the organization;
15		(5) if the surviving organization preexists the
16		merger, any amendments provided for in the plan of merger
17		for the organizational document that created the
18		organization;
19		(6) a statement as to each constituent organization
20		that the merger was approved as required by the
21		organization's governing statute;
22		(7) if the surviving organization is a foreign
23		organization not authorized to transact business in this
24		State, the street and mailing address of an office which
25		the Secretary of State may use for the purposes of Section
26		1109(b); and
27		(8) any additional information required by the
28		governing statute of any constituent organization.
29		(c) Each constituent limited partnership shall deliver the
30		articles of merger for filing in the Office of the Secretary of
31		State.
32		(d) A merger becomes effective under this Article:
33		(1) if the surviving organization is a limited
34		partnership, upon the later of:
35		(i) compliance with subsection (c); or
36		(ii) subject to Section 206(c), as specified in the

1		articles of merger; or
2		(2) if the surviving organization is not a limited
3		partnership, as provided by the governing statute of the
4		surviving organization.

5		Section 1109. Effect of merger.
6		(a) When a merger becomes effective:
7		(1) the surviving organization continues or comes into
8		existence;
9		(2) each constituent organization that merges into the
10		surviving organization ceases to exist as a separate
11		entity;
12		(3) all property owned by each constituent
13		organization that ceases to exist vests in the surviving
14		organization;
15		(4) all debts, liabilities, and other obligations of
16		each constituent organization that ceases to exist
17		continue as obligations of the surviving organization;
18		(5) an action or proceeding pending by or against any
19		constituent organization that ceases to exist may be
20		continued as if the merger had not occurred;
21		(6) except as prohibited by other law, all of the
22		rights, privileges, immunities, powers, and purposes of
23		each constituent organization that ceases to exist vest in
24		the surviving organization;
25		(7) except as otherwise provided in the plan of merger,
26		the terms and conditions of the plan of merger take effect;
27		(8) except as otherwise agreed, if a constituent
28		limited partnership ceases to exist, the merger does not
29		dissolve the limited partnership for the purposes of
30		Article 8;
31		(9) if the surviving organization is created by the
32		merger:
33		(A) if it is a limited partnership, the certificate
34		of limited partnership becomes effective; or
35		(B) if it is an organization other than a limited

1		partnership, the organizational document that creates
2		the organization becomes effective; and
3		(10) if the surviving organization preexists the
4		merger, any amendments provided for in the articles of
5		merger for the organizational document that created the
6		organization become effective.
7		(b) A surviving organization that is a foreign organization
8		consents to the jurisdiction of the courts of this State to
9		enforce any obligation owed by a constituent organization, if
10		before the merger the constituent organization was subject to
11		suit in this State on the obligation. A surviving organization
12		that is a foreign organization and not authorized to transact
13		business in this State appoints the Secretary of State as its
14		agent for service of process for the purposes of enforcing an
15		obligation under this subsection. Service on the Secretary of
16		State under this subsection is made in the same manner and with
17		the same consequences as in Section 117(c) and (d).

18		Section 1110. Restrictions on approval of conversions and
19		mergers and on relinquishing LLLP status.
20		(a) If a partner of a converting or constituent limited
21		partnership will have personal liability with respect to a
22		converted or surviving organization, approval and amendment of
23		a plan of conversion or merger are ineffective without the
24		consent of the partner, unless:
25		(1) the limited partnership's partnership agreement
26		provides for the approval of the conversion or merger with
27		the consent of fewer than all the partners; and
28		(2) the partner has consented to the provision of the
29		partnership agreement.
30		(b) An amendment to a certificate of limited partnership
31		which deletes a statement that the limited partnership is a
32		limited liability limited partnership is ineffective without
33		the consent of each general partner unless:
34		(1) the limited partnership's partnership agreement
35		provides for the amendment with the consent of less than

1		all the general partners; and
2		(2) each general partner that does not consent to the
3		amendment has consented to the provision of the partnership
4		agreement.
5		(c) A partner does not give the consent required by
6		subsection (a) or (b) merely by consenting to a provision of
7		the partnership agreement which permits the partnership
8		agreement to be amended with the consent of fewer than all the
9		partners.

10		Section 1111. Liability of general partner after
11		conversion or merger.
12		(a) A conversion or merger under this Article does not
13		discharge any liability under Sections 404 and 607 of a person
14		that was a general partner in or dissociated as a general
15		partner from a converting or constituent limited partnership,
16		but:
17		(1) the provisions of this Act pertaining to the
18		collection or discharge of the liability continue to apply
19		to the liability;
20		(2) for the purposes of applying those provisions, the
21		converted or surviving organization is deemed to be the
22		converting or constituent limited partnership; and
23		(3) if a person is required to pay any amount under
24		this subsection:
25		(A) the person has a right of contribution from
26		each other person that was liable as a general partner
27		under Section 404 when the obligation was incurred and
28		has not been released from the obligation under Section
29		607; and
30		(B) the contribution due from each of those persons
31		is in proportion to the right to receive distributions
32		in the capacity of general partner in effect for each
33		of those persons when the obligation was incurred.
34		(b) In addition to any other liability provided by law:
35		(1) a person that immediately before a conversion or

1		merger became effective was a general partner in a
2		converting or constituent limited partnership that was not
3		a limited liability limited partnership is personally
4		liable for each obligation of the converted or surviving
5		organization arising from a transaction with a third party
6		after the conversion or merger becomes effective, if, at
7		the time the third party enters into the transaction, the
8		third party:
9		(A) does not have notice of the conversion or
10		merger; and
11		(B) reasonably believes that:
12		(i) the converted or surviving business is the
13		converting or constituent limited partnership;
14		(ii) the converting or constituent limited
15		partnership is not a limited liability limited
16		partnership; and
17		(iii) the person is a general partner in the
18		converting or constituent limited partnership; and
19		(2) a person that was dissociated as a general partner
20		from a converting or constituent limited partnership
21		before the conversion or merger became effective is
22		personally liable for each obligation of the converted or
23		surviving organization arising from a transaction with a
24		third party after the conversion or merger becomes
25		effective, if:
26		(A) immediately before the conversion or merger
27		became effective the converting or surviving limited
28		partnership was a not a limited liability limited
29		partnership; and
30		(B) at the time the third party enters into the
31		transaction less than two years have passed since the
32		person dissociated as a general partner and the third
33		party:
34		(i) does not have notice of the dissociation;
35		(ii) does not have notice of the conversion or
36		merger; and

1		(iii) reasonably believes that the converted
2		or surviving organization is the converting or
3		constituent limited partnership, the converting or
4		constituent limited partnership is not a limited
5		liability limited partnership, and the person is a
6		general partner in the converting or constituent
7		limited partnership.

8		Section 1112. Power of general partners and persons
9		dissociated as general partners to bind organization after
10		conversion or merger.
11		(a) An act of a person that immediately before a conversion
12		or merger became effective was a general partner in a
13		converting or constituent limited partnership binds the
14		converted or surviving organization after the conversion or
15		merger becomes effective, if:
16		(1) before the conversion or merger became effective,
17		the act would have bound the converting or constituent
18		limited partnership under Section 402; and
19		(2) at the time the third party enters into the
20		transaction, the third party:
21		(A) does not have notice of the conversion or
22		merger; and
23		(B) reasonably believes that the converted or
24		surviving business is the converting or constituent
25		limited partnership and that the person is a general
26		partner in the converting or constituent limited
27		partnership.
28		(b) An act of a person that before a conversion or merger
29		became effective was dissociated as a general partner from a
30		converting or constituent limited partnership binds the
31		converted or surviving organization after the conversion or
32		merger becomes effective, if:
33		(1) before the conversion or merger became effective,
34		the act would have bound the converting or constituent
35		limited partnership under Section 402 if the person had

1		been a general partner; and
2		(2) at the time the third party enters into the
3		transaction, less than two years have passed since the
4		person dissociated as a general partner and the third
5		party:
6		(A) does not have notice of the dissociation;
7		(B) does not have notice of the conversion or
8		merger; and
9		(C) reasonably believes that the converted or
10		surviving organization is the converting or
11		constituent limited partnership and that the person is
12		a general partner in the converting or constituent
13		limited partnership.
14		(c) If a person having knowledge of the conversion or
15		merger causes a converted or surviving organization to incur an
16		obligation under subsection (a) or (b), the person is liable:
17		(1) to the converted or surviving organization for any
18		damage caused to the organization arising from the
19		obligation; and
20		(2) if another person is liable for the obligation, to
21		that other person for any damage caused to that other
22		person arising from the liability.

23		Section 1113. Article not exclusive. This Article does not
24		preclude an entity from being converted or merged under other
25		law.

ARTICLE 12 MISCELLANEOUS PROVISIONS

28		Section 1201. Uniformity of application and construction.
29		In applying and construing this Uniform Act, consideration must
30		be given to the need to promote uniformity of the law with
31		respect to its subject matter among States that enact it.

32

Section 1202. Severability clause. If any provision of this

1		Act or its application to any person or circumstance is held
2		invalid, the invalidity does not affect other provisions or
3		applications of this Act which can be given effect without the
4		invalid provision or application, and to this end the
5		provisions of this Act are severable.

6		Section 1203. Relation to Electronic Signatures in Global
7		and National Commerce Act. This Act modifies, limits, or
8		supersedes the federal Electronic Signatures in Global and
9		National Commerce Act, 15 U.S.C. Section 7001 et seq., but this
10		Act does not modify, limit, or supersede Section 101(c) of that
11		Act or authorize electronic delivery of any of the notices
12		described in Section 103(b) of that Act.

Section 1204. Effective date. (Blank).

14		(805 ILCS 210/Act rep.)
15		Section 1205. Repeals. The following Act is repealed: the
16		Revised Uniform Limited Partnership Act.

17		Section 1206. Application to existing relationships.
18		(a) Before the effective date of this Act, this Act governs
19		only:
20		(1) a limited partnership formed on or after the
21		effective date of this Act; and
22		(2) except as otherwise provided in subsections (c) and
23		(d), a limited partnership formed before the effective date
24		of this Act which elects, in the manner provided in its
25		partnership agreement or by law for amending the
26		partnership agreement, to be subject to this Act.
27		(b) Except as otherwise provided in subsection (c), on and
28		after the effective date of this Act this Act governs all
29		limited partnerships.
30		(c) With respect to a limited partnership formed before the
31		effective date of this Act, the following rules apply except as
32		the partners otherwise elect in the manner provided in the

1		partnership agreement or by law for amending the partnership
2		agreement:
3		(1) Section 104(c) does not apply and the limited
4		partnership has whatever duration it had under the law
5		applicable immediately before the effective date of this
6		Act.
7		(2) The limited partnership is not required to amend
8		its certificate of limited partnership to comply with
9		Section 201(a)(4).
10		(3) Sections 601 and 602 do not apply and a limited
11		partner has the same right and power to dissociate from the
12		limited partnership, with the same consequences, as
13		existed immediately before the effective date of this Act.
14		(4) Section 603(4) does not apply.
15		(5) Section 603(5) does not apply and a court has the
16		same power to expel a general partner as the court had
17		immediately before the effective date of this Act.
18		(6) Section 801(3) does not apply and the connection
19		between a person's dissociation as a general partner and
20		the dissolution of the limited partnership is the same as
21		existed immediately before the effective date of this Act.
22		(d) With respect to a limited partnership that elects
23		pursuant to subsection (a)(2) to be subject to this Act, after
24		the election takes effect the provisions of this Act relating
25		to the liability of the limited partnership's general partners
26		to third parties apply:
27		(1) before the effective date of this Act, to:
28		(A) a third party that had not done business with
29		the limited partnership in the year before the election
30		took effect; and
31		(B) a third party that had done business with the
32		limited partnership in the year before the election
33		took effect only if the third party knows or has
34		received a notification of the election; and
35		(2) on and after the effective date of this Act, to all
36		third parties, but those provisions remain inapplicable to

1		any obligation incurred while those provisions were
2		inapplicable under paragraph (1)(B).

3		Section 1207. Savings clause. This Act does not affect an
4		action commenced, proceeding brought, or right accrued before
5		this Act takes effect.

6		Section 1207.1. The Criminal Code of 1961 is amended by
7		changing Section 17-12 as follows:
8		(720 ILCS 5/17-12)
9		Sec. 17-12. Fraudulent advertisement of corporate name. If
10		a company, association, or person puts forth a sign or
11		advertisement and assumes, for the purpose of soliciting
12		business, a corporate name, not being incorporated, the
13		company, association, or person commits a petty offense and is
14		guilty of an additional petty offense for each day he, she, or
15		it continues to so offend.
16		Nothing contained in this Section prohibits a corporation,
17		company, association, or person from using a divisional
18		designation or trade name in conjunction with its corporate
19		name or assumed name under Section 4.05 of the Business
20		Corporation Act of 1983 or, if it is a member of a partnership
21		or joint venture, from doing partnership or joint venture
22		business under the partnership or joint venture name. The name
23		under which the joint venture or partnership does business may
24		differ from the names of the members. Business may not be
25		conducted or transacted under that joint venture or partnership
26		name, however, unless all provisions of the Assumed Business
27		Name Act have been complied with. Nothing in this Section
28		permits a foreign corporation to do business in this State
29		without complying with all Illinois laws regulating the doing
30		of business by foreign corporations. No foreign corporation may
31		conduct or transact business in this State as a member of a
32		partnership or joint venture that violates any Illinois law
33		regulating or pertaining to the doing of business by foreign

1		corporations in Illinois.
2		The provisions of this Section do not apply to limited
3		partnerships formed under the Revised Uniform Limited
4		Partnership Act or under the Uniform Limited Partnership Act
5		(2001).
6		(Source: P.A. 89-234, eff. 1-1-96; 89-626, eff. 8-9-96.)

7		Section 1207.2. The Limited Liability Company Act is
8		amended by changing Section 37-5 as follows:
9		(805 ILCS 180/37-5)
10		Sec. 37-5. Definitions. In this Article:
11		"Corporation" means (i) a corporation under the Business
12		Corporation Act of 1983, a predecessor law, or comparable law
13		of another jurisdiction or (ii) a bank or savings bank.
14		"General partner" means a partner in a partnership and a
15		general partner in a limited partnership.
16		"Limited partner" means a limited partner in a limited
17		partnership.
18		"Limited partnership" means a limited partnership created
19		under the Revised Uniform Limited Partnership Act (2001), a
20		predecessor law, or comparable law of another jurisdiction.
21		"Partner" includes a general partner and a limited partner.
22		"Partnership" means a general partnership under the
23		Uniform Partnership Act, a predecessor law, or comparable law
24		of another jurisdiction.
25		"Partnership agreement" means an agreement among the
26		partners concerning the partnership or limited partnership.
27		"Shareholder" means a shareholder in a corporation.
28		(Source: P.A. 93-561, eff. 1-1-04.)

29		Section 1207.3. The Uniform Partnership Act (1997) is
30		amended by changing Sections 901 and 902 as follows:
31		(805 ILCS 206/901)
32		Sec. 901. Definitions. In this Article:

1		(1) "General partner" means a partner in a partnership
2		and a general partner in a limited partnership.
3		(2) "Limited partner" means a limited partner in a
4		limited partnership.
5		(3) "Limited partnership" means a limited partnership
6		created under the Revised Uniform Limited Partnership Act
7		(2001), predecessor law, or comparable law of another
8		jurisdiction.
9		(4) "Partner" includes both a general partner and a
10		limited partner.
11		(Source: P.A. 92-740, eff. 1-1-03.)
12		(805 ILCS 206/902)
13		Sec. 902. Conversion of partnership to limited
14		partnership.
15		(a) A partnership may be converted to a limited partnership
16		pursuant to this Section.
17		(b) The terms and conditions of a conversion of a
18		partnership to a limited partnership must be approved by all of
19		the partners or by a number or percentage specified for
20		conversion in the partnership agreement.
21		(c) After the conversion is approved by the partners, the
22		partnership shall file a certificate of limited partnership in
23		the jurisdiction in which the limited partnership is to be
24		formed. The certificate must include:
25		(1) a statement that the partnership was converted to a
26		limited partnership from a partnership;
27		(2) its former name; and
28		(3) a statement of the number of votes cast by the
29		partners for and against the conversion and, if the vote is
30		less than unanimous, the number or percentage required to
31		approve the conversion under the partnership agreement.
32		(d) The conversion takes effect when the certificate of
33		limited partnership is filed or at any later date specified in
34		the certificate.
35		(e) A general partner who becomes a limited partner as a

1		result of the conversion remains liable as a general partner
2		for an obligation incurred by the partnership before the
3		conversion takes effect. If the other party to a transaction
4		with the limited partnership reasonably believes when entering
5		the transaction that the limited partner is a general partner,
6		the limited partner is liable for an obligation incurred by the
7		limited partnership within 90 days after the conversion takes
8		effect. The limited partner's liability for all other
9		obligations of the limited partnership incurred after the
10		conversion takes effect is that of a limited partner as
11		provided in the Revised Uniform Limited Partnership Act (2001).
12		(Source: P.A. 92-740, eff. 1-1-03.)