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90_HB3329
805 ILCS 210/402 from Ch. 106 1/2, par. 154-2
805 ILCS 210/602 from Ch. 106 1/2, par. 156-2
805 ILCS 210/603 from Ch. 106 1/2, par. 156-3
Amends the Revised Uniform Limited Partnership Act.
Provides that a limited partnership agreement controls when a
general partner may withdraw, and may provide that the
general partner may not withdraw from the partnership.
Provides that the agreement may also provide that a general
partner may not assign a partnership interest in a limited
partnership prior to the dissolution and winding up of the
limited partnership. Provides that unless a partnership
agreement provides otherwise, a limited partner may not
withdraw from a limited partnership prior to the dissolution
and winding up of the limited partnership and that a
partnership agreement may provide that a partnership interest
may not be assigned prior to the dissolution and winding up
of the limited partnership, rather than that a limited
partner may withdraw upon 6 months notice unless the
agreement specifies otherwise.
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LRB9009994SMbd
1 AN ACT to amend the Revised Uniform Limited Partnership
2 Act by changing Sections 402, 602, and 603.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The Revised Uniform Limited Partnership Act
6 is amended by changing Sections 402, 602, and 603 as follows:
7 (805 ILCS 210/402) (from Ch. 106 1/2, par. 154-2)
8 Sec. 402. Events of Withdrawal.
9 (a) Except as approved by the specific written consent of
10 all partners at the time, A person ceases to be a general
11 partner of a limited partnership upon the happening of any of
12 the following events:
13 (1) the general partner withdraws from the limited
14 partnership as provided in Section 602;
15 (2) the general partner ceases to be a member of the
16 limited partnership as provided in Section 702;
17 (3) the general partner is removed as a general partner
18 in accordance with the partnership agreement;
19 (4) unless otherwise provided in the agreement of
20 limited partnership, or with the written consent of all
21 partners, the general partner (i) makes an assignment for the
22 benefit of creditors; (ii) files a voluntary petition in
23 bankruptcy; (iii) is adjudicated a bankrupt or insolvent, or
24 has entered against him an order for relief in any bankruptcy
25 or insolvency proceeding; (iv) files a petition or answer
26 seeking for himself or herself any reorganization,
27 arrangement, composition, readjustment, liquidation,
28 dissolution or similar relief under any statute, law, or
29 regulation; (v) files an answer or other pleading admitting
30 or failing to contest the material allegations of a petition
31 filed against him or her in any proceeding of this nature; or
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1 (vi) seeks, consents to, or acquiesces in the appointment of
2 a trustee, receiver, or liquidator of the general partner or
3 of all or any substantial part of his properties;
4 (5) unless otherwise provided in the agreement of
5 limited partnership, or with the written consent of all
6 partners, 120 days after the commencement of any proceeding
7 against the general partner seeking reorganization,
8 arrangement, composition, readjustment, liquidation,
9 dissolution or similar relief under any statute, law, or
10 regulation, the proceeding has not been dismissed, or if
11 within 90 days after the appointment without his consent or
12 acquiescence of a trustee, receiver, or liquidator of the
13 general partner or of all or any substantial part of his
14 properties, the appointment is not vacated or stayed or
15 within 90 days after the expiration of any such stay, the
16 appointment is not vacated;
17 (6) in the case of a general partner who is a natural
18 person,
19 (i) his death; or
20 (ii) the entry by a court of competent jurisdiction
21 adjudicating him incompetent to manage his person or his
22 estate;
23 (7) in the case of a general partner who is acting as a
24 general partner by virtue of being a trustee of a trust, the
25 termination of the trust (but not merely the substitution of
26 a new trustee);
27 (8) in the case of a general partner that is a separate
28 partnership, the dissolution and commencement of winding up
29 of the separate partnership;
30 (9) in the case of a general partner that is a
31 corporation, the filing of a certificate of dissolution, or
32 its equivalent, for the corporation or the revocation of its
33 charter and the expiration of 90 days after the date of
34 notice to the corporation of revocation without a
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1 reinstatement of its charter; or
2 (10) Unless otherwise provided in the partnership
3 agreement, or with the written consent of all partners, in
4 the case of a general partner that is an estate, the
5 distribution by the fiduciary of the estate's entire interest
6 in the limited partnership; or
7 (11) In the case of a general partner who is not an
8 individual, partnership, corporation, trust, or estate, the
9 termination of the general partner.
10 (b) A general partner who suffers an event that with the
11 passage of the specified period becomes an event of
12 withdrawal under subdivision (a)(4) or (a)(5) of this Section
13 shall notify each other general partner, or in the event that
14 there is no other general partner, each limited partner, of
15 the occurrence of the event within 30 days after the date of
16 occurrence of the event of withdrawal.
17 (Source: P.A. 84-1412.)
18 (805 ILCS 210/602) (from Ch. 106 1/2, par. 156-2)
19 Sec. 602. Withdrawal of General Partner and Assignment
20 of a General Partner's Partnership Interest.
21 (a) A general partner may withdraw from a limited
22 partnership at the time or upon the happening of events
23 specified in the partnership agreement and in accordance with
24 the partnership agreement. A partnership agreement may
25 provide that a general partner shall not have the right to
26 withdraw as a general partner of a limited partnership.
27 Notwithstanding that a partnership agreement provides that a
28 general partner does not have the right to withdraw as a
29 general partner of a limited partnership, a general partner
30 may withdraw from a limited partnership at any time by giving
31 written notice to the other partners., but If the withdrawal
32 of a general partner violates the partnership agreement, the
33 limited partnership may recover from the withdrawing general
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1 partner damages for breach of the partnership agreement and
2 offset the damages against the amount otherwise distributable
3 to him or her in addition to any remedies otherwise available
4 under applicable law.
5 (b) Notwithstanding anything to the contrary set forth in
6 this Act, a partnership agreement may provide that a general
7 partner may not assign a partnership interest in a limited
8 partnership prior to the dissolution and winding up of the
9 limited partnership.
10 (Source: P.A. 84-1412.)
11 (805 ILCS 210/603) (from Ch. 106 1/2, par. 156-3)
12 Sec. 603. Withdrawal of Limited Partner. A limited
13 partner may withdraw from a limited partnership only at the
14 time or upon the happening of events specified in writing in
15 the partnership agreement and in accordance with the
16 partnership agreement. Notwithstanding anything to the
17 contrary under applicable law, unless a partnership agreement
18 provides otherwise, a limited partner may not withdraw from a
19 limited partnership prior to the dissolution and winding up
20 of the limited partnership. Notwithstanding anything to the
21 contrary under applicable law, a partnership agreement may
22 provide that a partnership interest may not be assigned prior
23 to the dissolution and winding up of the limited partnership.
24 Unless otherwise provided in a partnership agreement, a
25 limited partnership whose original certificate of limited
26 partnership was filed with the Secretary of State and
27 effective prior to the effective date of this amendatory Act
28 of 1998, shall continue to be governed by this Section as in
29 effect before the effective date of this amendatory Act of
30 1998, and shall not be governed by the changes made in this
31 Section by this amendatory Act of 1998. If the partnership
32 agreement does not specify in writing the time or the events
33 upon the happening of which a limited partner may withdraw or
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1 a definite time for the dissolution and winding up of the
2 limited partnership, a limited partner may withdraw upon not
3 less than 6 months' prior written notice to each general
4 partner at his or her address on the books of the limited
5 partnership.
6 (Source: P.A. 84-1412.)