[ Home ] [ ILCS ] [ Search ] [ Bottom ]
[ Other General Assemblies ]
Public Act 92-0740
SB2049 Enrolled LRB9216008DJgc
AN ACT concerning partnerships.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
ARTICLE 1
GENERAL PROVISIONS
Section 100. Short title. This Act may be cited as the
Uniform Partnership Act (1997).
Section 101. Definitions. In this Act:
(a) "Business" includes every trade, occupation, and
profession.
(b) "Debtor in bankruptcy" means a person who is the
subject of:
(1) an order for relief under Title 11 of the
United States Code or a comparable order under a
successor statute of general application; or
(2) a comparable order under federal, state, or
foreign law governing insolvency.
(c) "Distribution" means a transfer of money or other
property from a partnership to a partner in the partner's
capacity as a partner or to the partner's transferee.
(d) "Foreign limited liability partnership" means a
partnership that:
(1) is formed under laws other than the laws of
this State; and
(2) has the status of a limited liability
partnership under those laws.
(e) "Limited liability partnership" means a partnership
that has filed a statement of qualification under Section
1001 and does not have a similar statement in effect in any
other jurisdiction.
(f) "Partnership" means an association of 2 or more
persons to carry on as co-owners a business for profit formed
under Section 202 of this Act, predecessor law, or comparable
law of another jurisdiction.
(g) "Partnership agreement" means the agreement, whether
written, oral, or implied, among the partners concerning the
partnership, including amendments to the partnership
agreement.
(h) "Partnership at will" means a partnership in which
the partners have not agreed to remain partners until the
expiration of a definite term or the completion of a
particular undertaking.
(i) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the
partnership, including the partner's transferable interest
and all management and other rights.
(j) "Person" means an individual, corporation, business
trust, estate, trust, partnership, association, joint
venture, government, governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity.
(k) "Property" means all property, real, personal, or
mixed, tangible or intangible, or any interest therein.
(l) "State" means a state of the United States, the
District of Columbia, the Commonwealth of Puerto Rico, or any
territory or insular possession subject to the jurisdiction
of the United States.
(m) "Statement" means a statement of partnership
authority under Section 303 of this Act, a statement of
denial under Section 304, a statement of dissociation under
Section 704, a statement of dissolution under Section 805, a
statement of merger under Section 907 or 908, a statement of
qualification under Section 1001, a statement of withdrawal
under Section 1001 or 1102, a statement of foreign
qualification under Section 1102, or an amendment or
cancellation of any of the foregoing.
(n) "Transfer" includes an assignment, conveyance,
lease, mortgage, deed, and encumbrance.
Section 102. Knowledge and notice.
(a) A person knows a fact if the person has actual
knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the
facts known to the person at the time in question.
(c) A person notifies or gives a notification to another
by taking steps reasonably required to inform the other
person in ordinary course, whether or not the other person
learns of it.
(d) A person receives a notification when the
notification:
(1) comes to the person's attention; or
(2) is duly delivered at the person's place of
business or at any other place held out by the person as
a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a
person other than an individual knows, has notice, or
receives a notification of a fact for purposes of a
particular transaction when the individual conducting the
transaction knows, has notice, or receives a notification of
the fact, or in any event when the fact would have been
brought to the individual's attention if the person had
exercised reasonable diligence. The person exercises
reasonable diligence if it maintains reasonable routines for
communicating significant information to the individual
conducting the transaction and there is reasonable compliance
with the routines. Reasonable diligence does not require an
individual acting for the person to communicate information
unless the communication is part of the individual's regular
duties or the individual has reason to know of the
transaction and that the transaction would be materially
affected by the information.
(f) A partner's knowledge, notice, or receipt of a
notification of a fact relating to the partnership is
effective immediately as knowledge by, notice to, or receipt
of a notification by the partnership, except in the case of a
fraud on the partnership committed by or with the consent of
that partner.
Section 103. Effect of partnership agreement;
nonwaivable provisions.
(a) Except as otherwise provided in subsection (b),
relations among the partners and between the partners and the
partnership are governed by the partnership agreement. To the
extent the partnership agreement does not otherwise provide,
this Act governs relations among the partners and between the
partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under Section 105
except to eliminate the duty to provide copies of
statements to all of the partners;
(2) unreasonably restrict the right of access to
books and records under Section 403(b);
(3) eliminate or reduce a partner's fiduciary
duties, but may:
(i) identify specific types or categories of
activities that do not violate these duties, if not
manifestly unreasonable; and
(ii) specify the number or percentage of
partners that may authorize or ratify, after full
disclosure of all material facts, a specific act or
transaction that otherwise would violate these
duties;
(4) eliminate or reduce the obligation of good
faith and fair dealing under Section 404(d), but the
partnership agreement may prescribe the standards by
which the performance of the obligation is to be
measured, if the standards are not manifestly
unreasonable;
(5) vary the power to dissociate as a partner under
Section 602(a), except to require the notice under
Section 601(1) to be in writing;
(6) vary the right of a court to expel a partner in
the events specified in Section 601(5);
(7) vary the requirement to wind up the partnership
business in cases specified in Section 801(4), (5), or
(6);
(8) vary the law applicable to a limited liability
partnership under Section 106(b); or
(9) restrict the rights of a person, other than a
partner and transferee of a partner's transferable
interest under this Act.
Section 104. Supplemental principles of law.
(a) Unless displaced by particular provisions of this
Act, the principles of law and equity supplement this Act.
(b) If an obligation to pay interest arises under this
Act and the rate is not specified, the rate is that specified
in Section 4 of the Interest Act.
Section 105. Execution, filing, and recording of
statements.
(a) A statement may be filed in the office of the
Secretary of State. A certified copy of a statement that is
filed in an office in another State may be filed in the
office of the Secretary of State. Either filing has the
effect provided in this Act with respect to partnership
property located in or transactions that occur in this State.
(b) A certified copy of a statement that has been filed
in the office of the Secretary of State and recorded in the
office for recording transfers of real property has the
effect provided for recorded statements in this Act. A
recorded statement that is not a certified copy of a
statement filed in the office of the Secretary of State does
not have the effect provided for recorded statements in this
Act.
(c) A statement filed by a partnership must be executed
by at least 2 partners. Other statements must be executed by
a partner or other person authorized by this Act. An
individual who executes a statement as, or on behalf of, a
partner or other person named as a partner in a statement
shall personally declare under penalty of perjury that the
contents of the statement are accurate.
(d) A person authorized by this Act to file a statement
may amend or cancel the statement by filing an amendment or
cancellation that names the partnership, identifies the
statement, and states the substance of the amendment or
cancellation.
(e) A person who files a statement pursuant to this
Section shall promptly send a copy of the statement to every
nonfiling partner and to any other person named as a partner
in the statement. Failure to send a copy of a statement to a
partner or other person does not limit the effectiveness of
the statement as to a person not a partner.
(f) The Secretary of State may collect a fee for filing
or providing a certified copy of a statement as provided in
Section 108. The officer responsible for recording transfers
of real property may collect a fee for recording a statement.
Section 106. Governing law.
(a) Except as otherwise provided in subsection (b), the
law of the jurisdiction in which a partnership has its chief
executive office governs relations among the partners and
between the partners and the partnership.
(b) The law of this State governs relations among the
partners and between the partners and the partnership and the
liability of partners for an obligation of a limited
liability partnership.
Section 107. Partnership subject to amendment or repeal
of Act. A partnership governed by this Act is subject to any
amendment to or repeal of this Act.
Section 108. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority:
(1) fees for filing documents;
(2) miscellaneous charges; and
(3) fees for the sale of lists of filings, copies
of any documents, and the sale or release of any
information.
(b) The Secretary of State shall charge and collect:
(1) for furnishing a copy or certified copy of any
document, instrument, or paper relating to a registered
limited liability partnership, $1 per page, but not less
than $25, and $25 for the certificate and for affixing
the seal to the certificate;
(2) for the transfer of information by computer
process media to any purchaser, fees established by rule;
(3) for filing a statement of partnership
authority, $25;
(4) for filing a statement of denial, $25;
(5) for filing a statement of dissociation, $25;
(6) for filing a statement of dissolution, $100;
(7) for filing a statement of merger, $100;
(8) for filing a statement of qualification for a
limited liability partnership organized under the laws of
this State, $100 for each partner, but in no event shall
the fee be less than $200 or exceed $5,000;
(9) for filing a statement of foreign
qualification, $500;
(10) for filing a renewal statement for a limited
liability partnership organized under the laws of this
State, $100 for each partner, but in no event shall the
fee be less than $200 or exceed $5,000;
(11) for filing a renewal statement for a foreign
limited liability partnership, $300.
(12) for filing an amendment or cancellation of a
statement, $25;
(13) for filing a statement of withdrawal, $100;
(14) for the purposes of changing the registered
agent name or registered office, or both, $25.
(c) All fees collected pursuant to this Act shall be
deposited into the Division of Corporations Limited Liability
Partnership Fund.
(d) There is hereby continued in the State treasury a
special fund to be known as the Division of Corporations
Limited Liability Partnership Fund. Moneys deposited into the
Fund shall, subject to appropriation, be used by the Business
Services Division of the Office of the Secretary of State to
administer the responsibilities of the Secretary of State
under this Act. The balance of the Fund at the end of any
fiscal year shall not exceed $200,000, and any amount in
excess thereof shall be transferred to the General Revenue
Fund.
Section 109. Illinois Administrative Procedure Act. The
Illinois Administrative Procedure Act is expressly adopted
and incorporated in Articles 10 and 11 of this Act as if all
of the provisions of the Illinois Administrative Procedure
Act were included in Articles 10 and 11 of this Act, except
that the provisions of subsection (c) of Section 10-65 of the
Illinois Administrative Procedure Act, which provides that at
a hearing the licensee has the right to show compliance with
all lawful requirements for retention, continuation, or
renewal of the license, is specifically excluded, and for the
purposes of this Act, the notice required under Section 10-25
of the Illinois Administrative Procedure Act is deemed
sufficient when mailed to the last known address of a party.
ARTICLE 2
NATURE OF PARTNERSHIP
Section 201. Partnership as entity.
(a) A partnership is an entity distinct from its
partners.
(b) A limited liability partnership continues to be the
same entity that existed before the filing of a statement of
qualification under Section 1001 of this Act.
Section 202. Formation of partnership.
(a) Except as otherwise provided in subsection (b), the
association of 2 or more persons to carry on as co-owners a
business for profit forms a partnership, whether or not the
persons intend to form a partnership.
(b) An association formed under a statute other than
this Act, a predecessor statute, or a comparable statute of
another jurisdiction is not a partnership under this Act.
(c) In determining whether a partnership is formed, the
following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by
the entireties, joint property, common property, or part
ownership does not by itself establish a partnership,
even if the co-owners share profits made by the use of
the property.
(2) The sharing of gross returns does not by itself
establish a partnership, even if the persons sharing them
have a joint or common right or interest in property from
which the returns are derived.
(3) A person who receives a share of the profits of
a business is presumed to be a partner in the business,
unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor
or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or
health benefit to a beneficiary, representative, or
designee of a deceased or retired partner;
(v) of interest or other charge on a loan,
even if the amount of payment varies with the
profits of the business, including a direct or
indirect present or future ownership of the
collateral, or rights to income, proceeds, or
increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a
business or other property by installments or
otherwise.
Section 203. Partnership property. Property acquired by a
partnership is property of the partnership and not of the
partners individually.
Section 204. When property is partnership property.
(a) Property is partnership property if acquired in the
name of:
(1) the partnership; or
(2) one or more partners with an indication in the
instrument transferring title to the property of the
person's capacity as a partner or of the existence of a
partnership but without an indication of the name of the
partnership.
(b) Property is acquired in the name of the partnership
by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as
partners in the partnership, if the name of the
partnership is indicated in the instrument transferring
title to the property.
(c) Property is presumed to be partnership property if
purchased with partnership assets, even if not acquired in
the name of the partnership or of one or more partners with
an indication in the instrument transferring title to the
property of the person's capacity as a partner or of the
existence of a partnership.
(d) Property acquired in the name of one or more of the
partners, without an indication in the instrument
transferring title to the property of the person's capacity
as a partner or of the existence of a partnership and without
use of partnership assets, is presumed to be separate
property, even if used for partnership purposes.
ARTICLE 3
RELATIONS OF PARTNERS TO
PERSONS DEALING WITH PARTNERSHIP
Section 301. Partner agent of partnership. Subject to the
effect of a statement of partnership authority under Section
303 of this Act:
(1) Each partner is an agent of the partnership for
the purpose of its business. An act of a partner,
including the execution of an instrument in the
partnership name, for apparently carrying on in the
ordinary course the partnership business or business of
the kind carried on by the partnership binds the
partnership, unless the partner had no authority to act
for the partnership in the particular matter and the
person with whom the partner was dealing knew or had
received a notification that the partner lacked
authority.
(2) An act of a partner which is not apparently for
carrying on in the ordinary course the partnership
business or business of the kind carried on by the
partnership binds the partnership only if the act was
authorized by the other partners.
Section 302. Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of
partnership authority under Section 303 of this Act,
partnership property held in the name of the partnership
may be transferred by an instrument of transfer executed
by a partner in the partnership name.
(2) Partnership property held in the name of one or
more partners with an indication in the instrument
transferring the property to them of their capacity as
partners or of the existence of a partnership, but
without an indication of the name of the partnership, may
be transferred by an instrument of transfer executed by
the persons in whose name the property is held.
(3) Partnership property held in the name of one or
more persons other than the partnership, without an
indication in the instrument transferring the property to
them of their capacity as partners or of the existence of
a partnership, may be transferred by an instrument of
transfer executed by the persons in whose name the
property is held.
(b) A partnership may recover partnership property from
a transferee only if it proves that execution of the
instrument of initial transfer did not bind the partnership
under Section 301 and:
(1) as to a subsequent transferee who gave value
for property transferred under subsection (a)(1) and (2)
of this Section, proves that the subsequent transferee
knew or had received a notification that the person who
executed the instrument of initial transfer lacked
authority to bind the partnership; or
(2) as to a transferee who gave value for property
transferred under subsection (a)(3), proves that the
transferee knew or had received a notification that the
property was partnership property and that the person who
executed the instrument of initial transfer lacked
authority to bind the partnership.
(c) A partnership may not recover partnership property
from a subsequent transferee if the partnership would not
have been entitled to recover the property, under subsection
(b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in
the partnership, all of the partnership property vests in
that person. The person may execute a document in the name of
the partnership to evidence vesting of the property in that
person and may file or record the document.
Section 303. Statement of partnership authority.
(a) A partnership may file a statement of partnership
authority, which:
(1) must include:
(i) the name of the partnership;
(ii) the street address of its chief executive
office and of one office in this State, if there is
one;
(iii) the names and mailing addresses of all
of the partners or of an agent appointed and
maintained by the partnership for the purpose of
subsection (b); and
(iv) the names of the partners authorized to
execute an instrument transferring real property
held in the name of the partnership; and
(2) may state the authority, or limitations on the
authority, of some or all of the partners to enter into
other transactions on behalf of the partnership and any
other matter.
(b) If a statement of partnership authority names an
agent, the agent shall maintain a list of the names and
mailing addresses of all of the partners and make it
available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is
executed pursuant to Section 105(c) and states the name of
the partnership but does not contain all of the other
information required by subsection (a) of this Section, the
statement nevertheless operates with respect to a person not
a partner as provided in subsections (d) and (e).
(d) Except as otherwise provided in subsection (g) of
this Section, a filed statement of partnership authority
supplements the authority of a partner to enter into
transactions on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant
of authority contained in a filed statement of
partnership authority is conclusive in favor of a person
who gives value without knowledge to the contrary, so
long as and to the extent that a limitation on that
authority is not then contained in another filed
statement. A filed cancellation of a limitation on
authority revives the previous grant of authority.
(2) A grant of authority to transfer real property
held in the name of the partnership contained in a
certified copy of a filed statement of partnership
authority recorded in the office for recording transfers
of that real property is conclusive in favor of a person
who gives value without knowledge to the contrary, so
long as and to the extent that a certified copy of a
filed statement containing a limitation on that authority
is not then of record in the office for recording
transfers of that real property. The recording in the
office for recording transfers of that real property of a
certified copy of a filed cancellation of a limitation on
authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a
limitation on the authority of a partner to transfer real
property held in the name of the partnership if a certified
copy of the filed statement containing the limitation on
authority is of record in the office for recording transfers
of that real property.
(f) Except as otherwise provided in subsections (d) and
(e) of this Section and Sections 704 and 805 of this Act, a
person not a partner is not deemed to know of a limitation on
the authority of a partner merely because the limitation is
contained in a filed statement.
(g) Unless earlier canceled, a filed statement of
partnership authority is canceled by operation of law 5 years
after the date on which the statement, or the most recent
amendment, was filed with the Secretary of State.
Section 304. Statement of denial. A partner or other
person named as a partner in a filed statement of partnership
authority or in a list maintained by an agent pursuant to
Section 303(b) may file a statement of denial stating the
name of the partnership and the fact that is being denied,
which may include denial of a person's authority or status as
a partner. A statement of denial is a limitation on authority
as provided in Section 303(d) and (e).
Section 305. Partnership liable for partner's actionable
conduct.
(a) A partnership is liable for loss or injury caused to
a person, or for a penalty incurred, as a result of a
wrongful act or omission, or other actionable conduct, of a
partner acting in the ordinary course of business of the
partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or
while acting with authority of the partnership, a partner
receives or causes the partnership to receive money or
property of a person not a partner, and the money or property
is misapplied by a partner, the partnership is liable for the
loss.
Section 306. Partner's liability.
(a) Except as otherwise provided in subsections (b) and
(c) of this Section, all partners are liable jointly and
severally for all obligations of the partnership unless
otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing
partnership is not personally liable for any partnership
obligation incurred before the person's admission as a
partner.
(c) An obligation of a partnership incurred while the
partnership is a limited liability partnership, whether
arising in contract, tort, or otherwise, is solely the
obligation of the partnership. A partner is not personally
liable, directly or indirectly, by way of contribution or
otherwise, for such an obligation solely by reason of being
or so acting as a partner. This subsection applies
notwithstanding anything inconsistent in the partnership
agreement that existed immediately before the vote required
to become a limited liability partnership under Section
1001(b) of this Act.
Section 307. Actions by and against partnership and
partners.
(a) A partnership may sue and be sued in the name of the
partnership.
(b) An action may be brought against the partnership
and, to the extent not inconsistent with Section 306 of this
Act, any or all of the partners in the same action or in
separate actions.
(c) A judgment against a partnership is not by itself a
judgment against a partner. A judgment against a partnership
may not be satisfied from a partner's assets unless there is
also a judgment against the partner.
(d) A judgment creditor of a partner may not levy
execution against the assets of the partner to satisfy a
judgment based on a claim against the partnership unless the
partner is personally liable for the claim under Section 306
and:
(1) a judgment based on the same claim has been
obtained against the partnership and a writ of execution
on the judgment has been returned unsatisfied in whole or
in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need
not exhaust partnership assets;
(4) a court grants permission to the judgment
creditor to levy execution against the assets of a
partner based on a finding that partnership assets
subject to execution are clearly insufficient to satisfy
the judgment, that exhaustion of partnership assets is
excessively burdensome, or that the grant of permission
is an appropriate exercise of the court's equitable
powers; or
(5) liability is imposed on the partner by law or
contract independent of the existence of the partnership.
(e) This Section applies to any partnership liability or
obligation resulting from a representation by a partner or
purported partner under Section 308 of this Act.
Section 308. Liability of purported partner.
(a) If a person, by words or conduct, purports to be a
partner, or consents to being represented by another as a
partner, in a partnership or with one or more persons not
partners, the purported partner is liable to a person to whom
the representation is made, if that person, relying on the
representation, enters into a transaction with the actual or
purported partnership. If the representation, either by the
purported partner or by a person with the purported partner's
consent, is made in a public manner, the purported partner is
liable to a person who relies upon the purported partnership
even if the purported partner is not aware of being held out
as a partner to the claimant. If partnership liability
results, the purported partner is liable with respect to that
liability as if the purported partner were a partner. If no
partnership liability results, the purported partner is
liable with respect to that liability jointly and severally
with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in
an existing partnership, or with one or more persons not
partners, the purported partner is an agent of persons
consenting to the representation to bind them to the same
extent and in the same manner as if the purported partner
were a partner, with respect to persons who enter into
transactions in reliance upon the representation. If all of
the partners of the existing partnership consent to the
representation, a partnership act or obligation results. If
fewer than all of the partners of the existing partnership
consent to the representation, the person acting and the
partners consenting to the representation are jointly and
severally liable.
(c) A person is not liable as a partner merely because
the person is named by another in a statement of partnership
authority.
(d) A person does not continue to be liable as a partner
merely because of a failure to file a statement of
dissociation or to amend a statement of partnership authority
to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and
(b) of this Section, persons who are not partners as to each
other are not liable as partners to other persons.
ARTICLE 4
RELATIONS OF PARTNERS TO EACH OTHER
AND TO PARTNERSHIP
Section 401. Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus
the value of any other property, net of the amount of any
liabilities, the partner contributes to the partnership
and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus
the value of any other property, net of the amount of any
liabilities, distributed by the partnership to the
partner and the partner's share of the partnership
losses.
(b) Each partner is entitled to an equal share of the
partnership profits and is chargeable with a share of the
partnership losses in proportion to the partner's share of
the profits.
(c) A partnership shall reimburse a partner for payments
made and indemnify a partner for liabilities incurred by the
partner in the ordinary course of the business of the
partnership or for the preservation of its business or
property.
(d) A partnership shall reimburse a partner for an
advance to the partnership beyond the amount of capital the
partner agreed to contribute.
(e) A payment or advance made by a partner which gives
rise to a partnership obligation under subsection (c) or (d)
of this Section constitutes a loan to the partnership which
accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and
conduct of the partnership business.
(g) A partner may use or possess partnership property
only on behalf of the partnership.
(h) A partner is not entitled to remuneration for
services performed for the partnership, except for reasonable
compensation for services rendered in winding up the business
of the partnership.
(i) A person may become a partner only with the consent
of all of the partners.
(j) A difference arising as to a matter in the ordinary
course of business of a partnership may be decided by a
majority of the partners. An act outside the ordinary course
of business of a partnership and an amendment to the
partnership agreement may be undertaken only with the consent
of all of the partners.
(k) This Section does not affect the obligations of a
partnership to other persons under Section 301 of this Act.
Section 402. Distributions in kind. A partner has no
right to receive, and may not be required to accept, a
distribution in kind.
Section 403. Partner's rights and duties with respect to
information.
(a) A partnership shall keep its books and records, if
any, at its chief executive office.
(b) A partnership shall provide partners and their
agents and attorneys access to its books and records. It
shall provide former partners and their agents and attorneys
access to books and records pertaining to the period during
which they were partners. The right of access provides the
opportunity to inspect and copy books and records during
ordinary business hours. A partnership may impose a
reasonable charge, covering the costs of labor and material,
for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a
partner, and to the legal representative of a deceased
partner or partner under legal disability:
(1) without demand, any information concerning the
partnership's business and affairs reasonably required
for the proper exercise of the partner's rights and
duties under the partnership agreement or this Act; and
(2) on demand, any other information concerning the
partnership's business and affairs, except to the extent
the demand or the information demanded is unreasonable or
otherwise improper under the circumstances.
Section 404. General standards of partner's conduct.
(a) The fiduciary duties a partner owes to the
partnership and the other partners include the duty of
loyalty and the duty of care set forth in subsections (b) and
(c) of this Section.
(b) A partner's duty of loyalty to the partnership and
the other partners includes the following:
(1) to account to the partnership and hold as
trustee for it any property, profit, or benefit derived
by the partner in the conduct and winding up of the
partnership business or derived from a use by the partner
of partnership property, including the appropriation of a
partnership opportunity;
(2) to act fairly when a partner deals with the
partnership in the conduct or winding up of the
partnership business as or on behalf of a party having an
interest adverse to the partnership; and
(3) to refrain from competing with the partnership
in the conduct of the partnership business before the
dissolution of the partnership.
(c) A partner's duty of care to the partnership and the
other partners in the conduct and winding up of the
partnership business is limited to refraining from engaging
in grossly negligent or reckless conduct, intentional
misconduct, or a knowing violation of law.
(d) A partner shall discharge his or her duties to the
partnership and the other partners under this Act or under
the partnership agreement and exercise any rights consistent
with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation
under this Act or under the partnership agreement merely
because the partner's conduct furthers the partner's own
interest.
(f) This Section applies to a person winding up the
partnership business as the personal or legal representative
of the last surviving partner as if the person were a
partner.
Section 405. Actions by partnership and partners.
(a) A partnership may maintain an action against a
partner for a breach of the partnership agreement, or for the
violation of a duty to the partnership, causing harm to the
partnership.
(b) A partner may maintain an action against the
partnership or another partner for legal or equitable relief,
with or without an accounting as to partnership business, to:
(1) enforce the partner's rights under the
partnership agreement;
(2) enforce the partner's rights under this Act,
including:
(i) the partner's rights under Section 401,
403, or 404;
(ii) the partner's right on dissociation to
have the partner's interest in the partnership
purchased pursuant to Section 701 or enforce any
other right under Article 6 or 7; or
(iii) the partner's right to compel a
dissolution and winding up of the partnership
business under or enforce any other right under
Article 8; or
(3) enforce the rights and otherwise protect the
interests of the partner, including rights and interests
arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right
of action for a remedy under this Section is governed by
other law. A right to an accounting upon a dissolution and
winding up does not revive a claim barred by law.
Section 406. Continuation of partnership beyond definite
term or particular undertaking.
(a) If a partnership for a definite term or particular
undertaking is continued, without an express agreement, after
the expiration of the term or completion of the undertaking,
the rights and duties of the partners remain the same as they
were at the expiration or completion, so far as is consistent
with a partnership at will.
(b) If the partners, or those of them who habitually
acted in the business during the term or undertaking,
continue the business without any settlement or liquidation
of the partnership, they are presumed to have agreed that the
partnership will continue.
ARTICLE 5
TRANSFEREES AND CREDITORS OF PARTNER
Section 501. Partner not co-owner of partnership
property. A partner is not a co-owner of partnership property
and has no interest in partnership property which can be
transferred, either voluntarily or involuntarily.
Section 502. Partner's transferable interest in
partnership. The only transferable interest of a partner in
the partnership is the partner's share of the profits and
losses of the partnership and the partner's right to receive
distributions. The interest is personal property.
Section 503. Transfer of partner's transferable interest.
(a) A transfer, in whole or in part, of a partner's
transferable interest in the partnership:
(1) is permissible;
(2) does not by itself cause the partner's
dissociation or a dissolution and winding up of the
partnership business; and
(3) does not, as against the other partners or the
partnership, entitle the transferee, during the
continuance of the partnership, to participate in the
management or conduct of the partnership business, to
require access to information concerning partnership
transactions, or to inspect or copy the partnership books
or records.
(b) A transferee of a partner's transferable interest in
the partnership has a right:
(1) to receive, in accordance with the transfer,
distributions to which the transferor would otherwise be
entitled;
(2) to receive upon the dissolution and winding up
of the partnership business, in accordance with the
transfer, the net amount otherwise distributable to the
transferor; and
(3) to seek under a judicial determination that it
is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is
entitled to an account of partnership transactions only from
the date of the latest account agreed to by all of the
partners.
(d) Upon transfer, the transferor retains the rights and
duties of a partner other than the interest in distributions
transferred.
(e) A partnership need not give effect to a transferee's
rights under this Section until it has notice of the
transfer.
(f) A transfer of a partner's transferable interest in
the partnership in violation of a restriction on transfer
contained in the partnership agreement is ineffective as to a
person having notice of the restriction at the time of
transfer.
Section 504. Partner's transferable interest subject to
charging order.
(a) On application by a judgment creditor of a partner
or of a partner's transferee, a court having jurisdiction may
charge the transferable interest of the judgment debtor to
satisfy the judgment. The court may appoint a receiver of the
share of the distributions due or to become due to the
judgment debtor in respect of the partnership and make all
other orders, directions, accounts, and inquiries the
judgment debtor might have made or which the circumstances of
the case may require.
(b) A charging order constitutes a lien on the judgment
debtor's transferable interest in the partnership. The court
may order a foreclosure of the interest subject to the
charging order at any time. The purchaser at the foreclosure
sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged
may be redeemed:
(1) by the judgment debtor;
(2) with property other than partnership property,
by one or more of the other partners; or
(3) with partnership property, by one or more of
the other partners with the consent of all of the
partners whose interests are not so charged.
(d) This Act does not deprive a partner of a right under
exemption laws with respect to the partner's interest in the
partnership.
(e) This Section provides the exclusive remedy by which
a judgment creditor of a partner or partner's transferee may
satisfy a judgment out of the judgment debtor's transferable
interest in the partnership.
ARTICLE 6
PARTNER'S DISSOCIATION
Section 601. Events causing partner's dissociation. A
partner is dissociated from a partnership upon the occurrence
of any of the following events:
(1) the partnership's having notice of the
partner's express will to withdraw as a partner or on a
later date specified by the partner;
(2) an event agreed to in the partnership agreement
as causing the partner's dissociation;
(3) the partner's expulsion pursuant to the
partnership agreement;
(4) the partner's expulsion by the unanimous vote
of the other partners if:
(i) it is unlawful to carry on the partnership
business with that partner;
(ii) there has been a transfer of all or
substantially all of that partner's transferable
interest in the partnership, other than a transfer
for security purposes, or a court order charging the
partner's interest, which has not been foreclosed;
(iii) within 90 days after the partnership
notifies a corporate partner that it will be
expelled because it has filed a certificate of
dissolution or the equivalent, its charter has been
revoked, or its right to conduct business has been
suspended by the jurisdiction of its incorporation,
there is no revocation of the certificate of
dissolution or no reinstatement of its charter or
its right to conduct business; or
(iv) a partnership that is a partner has been
dissolved and its business is being wound up;
(5) on application by the partnership or another
partner, the partner's expulsion by judicial
determination because:
(i) the partner engaged in wrongful conduct
that adversely and materially affected the
partnership business;
(ii) the partner willfully or persistently
committed a material breach of the partnership
agreement or of a duty owed to the partnership or
the other partners under Section 404 of this Act; or
(iii) the partner engaged in conduct relating
to the partnership business which makes it not
reasonably practicable to carry on the business in
partnership with the partner;
(6) the partner's:
(i) becoming a debtor in bankruptcy;
(ii) executing an assignment for the benefit
of creditors;
(iii) seeking, consenting to, or acquiescing
in the appointment of a trustee, receiver, or
liquidator of that partner or of all or
substantially all of that partner's property; or
(iv) failing, within 90 days after the
appointment, to have vacated or stayed the
appointment of a trustee, receiver, or liquidator of
the partner or of all or substantially all of the
partner's property obtained without the partner's
consent or acquiescence, or failing within 90 days
after the expiration of a stay to have the
appointment vacated;
(7) in the case of a partner who is an individual:
(i) the partner's death;
(ii) the appointment of a guardian or general
conservator for the partner; or
(iii) a judicial determination that the
partner has otherwise become incapable of performing
the partner's duties under the partnership
agreement;
(8) in the case of a partner that is a trust or is
acting as a partner by virtue of being a trustee of a
trust, distribution of the trust's entire transferable
interest in the partnership, but not merely by reason of
the substitution of a successor trustee;
(9) in the case of a partner that is an estate or
is acting as a partner by virtue of being a personal
representative of an estate, distribution of the estate's
entire transferable interest in the partnership, but not
merely by reason of the substitution of a successor
personal representative; or
(10) termination of a partner who is not an
individual, partnership, corporation, trust, or estate.
Section 602. Partner's power to dissociate; wrongful
dissociation.
(a) A partner has the power to dissociate at any time,
rightfully or wrongfully, by express will pursuant to Section
601(1) of this Act.
(b) A partner's dissociation is wrongful only if:
(1) it is in breach of an express provision of the
partnership agreement; or
(2) in the case of a partnership for a definite
term or particular undertaking, before the expiration of
the term or the completion of the undertaking:
(i) the partner withdraws by express will,
unless the withdrawal follows within 90 days after
another partner's dissociation by death or otherwise
under Section 601(6) through (10) or wrongful
dissociation under this subsection;
(ii) the partner is expelled by judicial
determination under Section 601(5);
(iii) the partner is dissociated by becoming a
debtor in bankruptcy; or
(iv) in the case of a partner who is not an
individual, trust other than a business trust, or
estate, the partner is expelled or otherwise
dissociated because it willfully dissolved or
terminated.
(c) A partner who wrongfully dissociates is liable to
the partnership and to the other partners for damages caused
by the dissociation. The liability is in addition to any
other obligation of the partner to the partnership or to the
other partners.
Section 603. Effect of partner's dissociation.
(a) If a partner's dissociation results in a dissolution
and winding up of the partnership business, Article 8 of this
Act applies; otherwise, Article 7 applies.
(b) Upon a partner's dissociation:
(1) the partner's right to participate in the
management and conduct of the partnership business
terminates, except as otherwise provided in Section 803;
(2) except as provided in clause (3) of this
subsection, a partner's duties terminate; and
(3) the partner's duty of loyalty under Section
404(b)(1) and (2) and duty of care under Section 404(c)
continue only with regard to matters arising and events
occurring before the partner's dissociation, unless the
partner participates in winding up the partnership's
business pursuant to Section 803.
ARTICLE 7
PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
Section 701. Purchase of dissociated partner's interest.
(a) If a partner is dissociated from a partnership
without resulting in a dissolution and winding up of the
partnership business under Section 801 of this Act, the
partnership shall cause the dissociated partner's interest in
the partnership to be purchased for a buyout price determined
pursuant to subsection (b) of this Section.
(b) The buyout price of a dissociated partner's interest
is the amount that would have been distributable to the
dissociating partner under Section 807(b) if, on the date of
dissociation, the assets of the partnership were sold at a
price equal to the greater of the liquidation value or the
value based on a sale of the entire business as a going
concern without the dissociated partner and the partnership
were wound up as of that date. Interest must be paid from the
date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under Section
602(b), and all other amounts owing, whether or not presently
due, from the dissociated partner to the partnership, must be
offset against the buyout price. Interest must be paid from
the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner
whose interest is being purchased against all partnership
liabilities, whether incurred before or after the
dissociation, except liabilities incurred by an act of the
dissociated partner under Section 702.
(e) If no agreement for the purchase of a dissociated
partner's interest is reached within 120 days after a written
demand for payment, the partnership shall pay, or cause to be
paid, in cash to the dissociated partner the amount the
partnership estimates to be the buyout price and accrued
interest, reduced by any offsets and accrued interest under
subsection (c).
(f) If a deferred payment is authorized under subsection
(h), the partnership may tender a written offer to pay the
amount it estimates to be the buyout price and accrued
interest, reduced by any offsets under subsection (c),
stating the time of payment, the amount and type of security
for payment, and the other terms and conditions of the
obligation.
(g) The payment or tender required by subsection (e) or
(f) must be accompanied by the following:
(1) a statement of partnership assets and
liabilities as of the date of dissociation;
(2) the latest available partnership balance sheet
and income statement, if any;
(3) an explanation of how the estimated amount of
the payment was calculated; and
(4) written notice that the payment is in full
satisfaction of the obligation to purchase unless, within
120 days after the written notice, the dissociated
partner commences an action to determine the buyout
price, any offsets under subsection (c), or other terms
of the obligation to purchase.
(h) A partner who wrongfully dissociates before the
expiration of a definite term or the completion of a
particular undertaking is not entitled to payment of any
portion of the buyout price until the expiration of the term
or completion of the undertaking, unless the partner
establishes to the satisfaction of the court that earlier
payment will not cause undue hardship to the business of the
partnership. A deferred payment must be adequately secured
and bear interest.
(i) A dissociated partner may maintain an action against
the partnership, pursuant to Section 405(b)(2)(ii), to
determine the buyout price of that partner's interest, any
offsets under subsection (c), or other terms of the
obligation to purchase. The action must be commenced within
120 days after the partnership has tendered payment or an
offer to pay or within one year after written demand for
payment if no payment or offer to pay is tendered. The court
shall determine the buyout price of the dissociated partner's
interest, any offset due under subsection (c) of this
Section, and accrued interest, and enter judgment for any
additional payment or refund. If deferred payment is
authorized under subsection (h), the court shall also
determine the security for payment and other terms of the
obligation to purchase. The court may assess reasonable
attorney's fees and the fees and expenses of appraisers or
other experts for a party to the action, in amounts the court
finds equitable, against a party that the court finds acted
arbitrarily, vexatiously, or not in good faith. The finding
may be based on the partnership's failure to tender payment
or an offer to pay or to comply with subsection (g).
Section 702. Dissociated partner's power to bind and
liability to partnership.
(a) For 2 years after a partner dissociates without
resulting in a dissolution and winding up of the partnership
business, the partnership, including a surviving partnership
under Article 9 of this Act, is bound by an act of the
dissociated partner which would have bound the partnership
under Section 301 before dissociation only if at the time of
entering into the transaction the other party:
(1) reasonably believed that the dissociated
partner was then a partner;
(2) did not have notice of the partner's
dissociation; and
(3) is not deemed to have had knowledge under
Section 303(e) or notice under Section 704(c).
(b) A dissociated partner is liable to the partnership
for any damage caused to the partnership arising from an
obligation incurred by the dissociated partner after
dissociation for which the partnership is liable under
subsection (a) of this Section.
Section 703. Dissociated partner's liability to other
persons.
(a) A partner's dissociation does not of itself
discharge the partner's liability for a partnership
obligation incurred before dissociation. A dissociated
partner is not liable for a partnership obligation incurred
after dissociation, except as otherwise provided in
subsection (b) of this Section.
(b) A partner who dissociates without resulting in a
dissolution and winding up of the partnership business is
liable as a partner to the other party in a transaction
entered into by the partnership, or a surviving partnership
under Article 9 of this Act, within 2 years after the
partner's dissociation, only if the partner is liable for the
obligation under Section 306 and at the time of entering into
the transaction the other party:
(1) reasonably believed that the dissociated
partner was then a partner;
(2) did not have notice of the partner's
dissociation; and
(3) is not deemed to have had knowledge under
Section 303(e) or notice under Section 704(c).
(c) By agreement with the partnership creditor and the
partners continuing the business, a dissociated partner may
be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for
a partnership obligation if a partnership creditor, with
notice of the partner's dissociation but without the
partner's consent, agrees to a material alteration in the
nature or time of payment of a partnership obligation.
Section 704. Statement of dissociation.
(a) A dissociated partner or the partnership may file a
statement of dissociation stating the name of the partnership
and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the
authority of a dissociated partner for the purposes of
Section 303(d) and (e).
(c) For the purposes of Sections 702(a)(3) and 703(b)(3)
of this Act, a person not a partner is deemed to have notice
of the dissociation 90 days after the statement of
dissociation is filed.
Section 705. Continued use of partnership name. Continued
use of a partnership name, or a dissociated partner's name as
part thereof, by partners continuing the business does not of
itself make the dissociated partner liable for an obligation
of the partners or the partnership continuing the business.
ARTICLE 8
WINDING UP PARTNERSHIP BUSINESS
Section 801. Events causing dissolution and winding up of
partnership business. A partnership is dissolved, and its
business must be wound up, only upon the occurrence of any of
the following events:
(1) in a partnership at will, the partnership's
having notice from a partner, other than a partner who is
dissociated under Section 601(2) through (10), of that
partner's express will to withdraw as a partner, or on a
later date specified by the partner;
(2) in a partnership for a definite term or
particular undertaking:
(i) within 90 days after a partner's
dissociation by death or otherwise under Section
601(6) through (10) or wrongful dissociation under
Section 602(b), the express will of at least half of
the remaining partners to wind up the partnership
business, for which purpose a partner's rightful
dissociation pursuant to Section 602(b)(2)(i)
constitutes the expression of that partner's will to
wind up the partnership business;
(ii) the express will of all of the partners
to wind up the partnership business; or
(iii) the expiration of the term or the
completion of the undertaking;
(3) an event agreed to in the partnership agreement
resulting in the winding up of the partnership business;
(4) an event that makes it unlawful for all or
substantially all of the business of the partnership to
be continued, but a cure of illegality within 90 days
after notice to the partnership of the event is effective
retroactively to the date of the event for purposes of
this Section;
(5) on application by a partner, a judicial
determination that:
(i) the economic purpose of the partnership is
likely to be unreasonably frustrated;
(ii) another partner has engaged in conduct
relating to the partnership business which makes it
not reasonably practicable to carry on the business
in partnership with that partner; or
(iii) it is not otherwise reasonably
practicable to carry on the partnership business in
conformity with the partnership agreement; or
(6) on application by a transferee of a partner's
transferable interest, a judicial determination that it
is equitable to wind up the partnership business:
(i) after the expiration of the term or
completion of the undertaking, if the partnership
was for a definite term or particular undertaking at
the time of the transfer or entry of the charging
order that gave rise to the transfer; or
(ii) at any time, if the partnership was a
partnership at will at the time of the transfer or
entry of the charging order that gave rise to the
transfer.
Section 802. Partnership continues after dissolution.
(a) Subject to subsection (b) of this Section, a
partnership continues after dissolution only for the purpose
of winding up its business. The partnership is terminated
when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership
and before the winding up of its business is completed, all
of the partners, including any dissociating partner other
than a wrongfully dissociating partner, may waive the right
to have the partnership's business wound up and the
partnership terminated. In that event:
(1) the partnership resumes carrying on its
business as if dissolution had never occurred, and any
liability incurred by the partnership or a partner after
the dissolution and before the waiver is determined as if
dissolution had never occurred; and
(2) the rights of a third party accruing under
Section 804(1) of this Act or arising out of conduct in
reliance on the dissolution before the third party knew
or received a notification of the waiver may not be
adversely affected.
Section 803. Right to wind up partnership business.
(a) After dissolution, a partner who has not wrongfully
dissociated may participate in winding up the partnership's
business, but on application of any partner, partner's legal
representative, or transferee, the appropriate court, for
good cause shown, may order judicial supervision of the
winding up.
(b) The legal representative of the last surviving
partner may wind up a partnership's business.
(c) A person winding up a partnership's business may
preserve the partnership business or property as a going
concern for a reasonable time, prosecute and defend actions
and proceedings, whether civil, criminal, or administrative,
settle and close the partnership's business, dispose of and
transfer the partnership's property, discharge the
partnership's liabilities, distribute the assets of the
partnership pursuant to Section 807, settle disputes by
mediation or arbitration, and perform other necessary acts.
Section 804. Partner's power to bind partnership after
dissolution. Subject to Section 805 of this Act, a
partnership is bound by a partner's act after dissolution
that:
(1) is appropriate for winding up the partnership
business; or
(2) would have bound the partnership under Section
301 before dissolution, if the other party to the
transaction did not have notice of the dissolution.
Section 805. Statement of dissolution.
(a) After dissolution, a partner who has not wrongfully
dissociated may file a statement of dissolution stating the
name of the partnership and that the partnership has
dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement
of partnership authority for the purposes of Section 303(d)
and is a limitation on authority for the purposes of Section
303(e).
(c) For the purposes of Sections 301 and 804, a person
not a partner is deemed to have notice of the dissolution and
the limitation on the partners' authority as a result of the
statement of dissolution 90 days after it is filed.
(d) After filing and, if appropriate, recording a
statement of dissolution, a dissolved partnership may file
and, if appropriate, record a statement of partnership
authority which will operate with respect to a person not a
partner as provided in Section 303(d) and (e) in any
transaction, whether or not the transaction is appropriate
for winding up the partnership business.
Section 806. Partner's liability to other partners after
dissolution.
(a) Except as otherwise provided in subsection (b) of
this Section and Section 306 of this Act, after dissolution a
partner is liable to the other partners for the partner's
share of any partnership liability incurred under Section
804.
(b) A partner who, with knowledge of the dissolution,
incurs a partnership liability under Section 804(2) by an act
that is not appropriate for winding up the partnership
business is liable to the partnership for any damage caused
to the partnership arising from the liability.
Section 807. Settlement of accounts and contributions
among partners.
(a) In winding up a partnership's business, the assets
of the partnership, including the contributions of the
partners required by this Section, must be applied to
discharge its obligations to creditors, including, to the
extent permitted by law, partners who are creditors. Any
surplus must be applied to pay in cash the net amount
distributable to partners in accordance with their right to
distributions under subsection (b) of this Section.
(b) Each partner is entitled to a settlement of all
partnership accounts upon winding up the partnership
business. In settling accounts among the partners, profits
and losses that result from the liquidation of the
partnership assets must be credited and charged to the
partners' accounts. The partnership shall make a distribution
to a partner in an amount equal to any excess of the credits
over the charges in the partner's account. A partner shall
contribute to the partnership an amount equal to any excess
of the charges over the credits in the partner's account but
excluding from the calculation charges attributable to an
obligation for which the partner is not personally liable
under Section 306 of this Act.
(c) If a partner fails to contribute the full amount
required under subsection (b) of this Section, all of the
other partners shall contribute, in the proportions in which
those partners share partnership losses, the additional
amount necessary to satisfy the partnership obligations for
which they are personally liable under Section 306. A partner
or partner's legal representative may recover from the other
partners any contributions the partner makes to the extent
the amount contributed exceeds that partner's share of the
partnership obligations for which the partner is personally
liable under Section 306.
(d) After the settlement of accounts, each partner shall
contribute, in the proportion in which the partner shares
partnership losses, the amount necessary to satisfy
partnership obligations that were not known at the time of
the settlement and for which the partner is personally liable
under Section 306.
(e) The estate of a deceased partner is liable for the
partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a
partnership or a partner, or a person appointed by a court to
represent creditors of a partnership or a partner, may
enforce a partner's obligation to contribute to the
partnership.
ARTICLE 9
CONVERSIONS AND MERGERS
Section 901. Definitions. In this article:
(1) "General partner" means a partner in a
partnership and a general partner in a limited
partnership.
(2) "Limited partner" means a limited partner in a
limited partnership.
(3) "Limited partnership" means a limited
partnership created under the Revised Uniform Limited
Partnership Act, predecessor law, or comparable law of
another jurisdiction.
(4) "Partner" includes both a general partner and a
limited partner.
Section 902. Conversion of partnership to limited
partnership.
(a) A partnership may be converted to a limited
partnership pursuant to this Section.
(b) The terms and conditions of a conversion of a
partnership to a limited partnership must be approved by all
of the partners or by a number or percentage specified for
conversion in the partnership agreement.
(c) After the conversion is approved by the partners,
the partnership shall file a certificate of limited
partnership in the jurisdiction in which the limited
partnership is to be formed. The certificate must include:
(1) a statement that the partnership was converted
to a limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by the
partners for and against the conversion and, if the vote
is less than unanimous, the number or percentage required
to approve the conversion under the partnership
agreement.
(d) The conversion takes effect when the certificate of
limited partnership is filed or at any later date specified
in the certificate.
(e) A general partner who becomes a limited partner as a
result of the conversion remains liable as a general partner
for an obligation incurred by the partnership before the
conversion takes effect. If the other party to a transaction
with the limited partnership reasonably believes when
entering the transaction that the limited partner is a
general partner, the limited partner is liable for an
obligation incurred by the limited partnership within 90 days
after the conversion takes effect. The limited partner's
liability for all other obligations of the limited
partnership incurred after the conversion takes effect is
that of a limited partner as provided in the Revised Uniform
Limited Partnership Act.
Section 903. Conversion of limited partnership to
partnership.
(a) A limited partnership may be converted to a
partnership pursuant to this Section.
(b) Notwithstanding a provision to the contrary in a
limited partnership agreement, the terms and conditions of a
conversion of a limited partnership to a partnership must be
approved by all of the partners.
(c) After the conversion is approved by the partners,
the limited partnership shall cancel its certificate of
limited partnership.
(d) The conversion takes effect when the certificate of
limited partnership is canceled.
(e) A limited partner who becomes a general partner as a
result of the conversion remains liable only as a limited
partner for an obligation incurred by the limited partnership
before the conversion takes effect. Except as otherwise
provided in Section 306, the partner is liable as a general
partner for an obligation of the partnership incurred after
the conversion takes effect.
Section 904. Effect of conversion; entity unchanged.
(a) A partnership or limited partnership that has been
converted pursuant to this article is for all purposes the
same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting
partnership or limited partnership remains vested in the
converted entity;
(2) all obligations of the converting partnership
or limited partnership continue as obligations of the
converted entity; and
(3) an action or proceeding pending against the
converting partnership or limited partnership may be
continued as if the conversion had not occurred.
Section 905. Merger of partnerships.
(a) Pursuant to a plan of merger approved as provided in
subsection (c) of this Section, a partnership may be merged
with one or more partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited
partnership that is a party to the merger;
(2) the name of the surviving entity into which the
other partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership
or a limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the
interests of each party to the merger into interests or
obligations of the surviving entity, or into money or
other property in whole or part; and
(6) the street address of the surviving entity's
chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to
the merger, by all of the partners, or a number or
percentage specified for merger in the partnership
agreement; and
(2) in the case of a limited partnership that is a
party to the merger, by the vote required for approval of
a merger by the law of the State or foreign jurisdiction
in which the limited partnership is organized and, in the
absence of such a specifically applicable law, by all of
the partners, notwithstanding a provision to the contrary
in the partnership agreement.
(d) After a plan of merger is approved and before the
merger takes effect, the plan may be amended or abandoned as
provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all
parties to the merger, as provided in subsection (c);
(2) the filing of all documents required by law to
be filed as a condition to the effectiveness of the
merger; or
(3) any effective date specified in the plan of
merger.
Section 906. Effect of merger.
(a) When a merger takes effect:
(1) the separate existence of every partnership or
limited partnership that is a party to the merger, other
than the surviving entity, ceases;
(2) all property owned by each of the merged
partnerships or limited partnerships vests in the
surviving entity;
(3) all obligations of every partnership or limited
partnership that is a party to the merger become the
obligations of the surviving entity; and
(4) an action or proceeding pending against a
partnership or limited partnership that is a party to the
merger may be continued as if the merger had not
occurred, or the surviving entity may be substituted as a
party to the action or proceeding.
(b) The Secretary of State of this State is the agent
for service of process in an action or proceeding against a
surviving foreign partnership or limited partnership to
enforce an obligation of a domestic partnership or limited
partnership that is a party to a merger. The surviving entity
shall promptly notify the Secretary of State of the mailing
address of its chief executive office and of any change of
address. Upon receipt of process, the Secretary of State
shall mail a copy of the process to the surviving foreign
partnership or limited partnership.
(c) A partner of the surviving partnership or limited
partnership is liable for:
(1) all obligations of a party to the merger for
which the partner was personally liable before the
merger;
(2) all other obligations of the surviving entity
incurred before the merger by a party to the merger, but
those obligations may be satisfied only out of property
of the entity; and
(3) except as otherwise provided in Section 306 of
this Act, all obligations of the surviving entity
incurred after the merger takes effect, but those
obligations may be satisfied only out of property of the
entity if the partner is a limited partner.
(d) If the obligations incurred before the merger by a
party to the merger are not satisfied out of the property of
the surviving partnership or limited partnership, the general
partners of that party immediately before the effective date
of the merger shall contribute the amount necessary to
satisfy that party's obligations to the surviving entity, in
the manner provided in Section 807 or in the Limited
Partnership Act of the jurisdiction in which the party was
formed, as the case may be, as if the merged party were
dissolved.
(e) A partner of a party to a merger who does not become
a partner of the surviving partnership or limited partnership
is dissociated from the entity, of which that partner was a
partner, as of the date the merger takes effect. The
surviving entity shall cause the partner's interest in the
entity to be purchased under Section 701 of this Act or
another statute specifically applicable to that partner's
interest with respect to a merger. The surviving entity is
bound under Section 702 by an act of a general partner
dissociated under this subsection, and the partner is liable
under Section 703 for transactions entered into by the
surviving entity after the merger takes effect.
Section 907. Statement of merger.
(a) After a merger, the surviving partnership or limited
partnership may file a statement that one or more
partnerships or limited partnerships have merged into the
surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited
partnership that is a party to the merger;
(2) the name of the surviving entity into which the
other partnerships or limited partnerships were merged;
(3) the street address of the surviving entity's
chief executive office and of an office in this State, if
any; and
(4) whether the surviving entity is a partnership
or a limited partnership.
(c) Except as otherwise provided in subsection (d) of
this Section, for the purposes of Section 302, property of
the surviving partnership or limited partnership which before
the merger was held in the name of another party to the
merger is property held in the name of the surviving entity
upon filing a statement of merger.
(d) For the purposes of Section 302, real property of
the surviving partnership or limited partnership which before
the merger was held in the name of another party to the
merger is property held in the name of the surviving entity
upon recording a certified copy of the statement of merger in
the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of
merger, executed and declared to be accurate pursuant to
Section 105(c), stating the name of a partnership or limited
partnership that is a party to the merger in whose name
property was held before the merger and the name of the
surviving entity, but not containing all of the other
information required by subsection (b) of this Section,
operates with respect to the partnerships or limited
partnerships named to the extent provided in subsections (c)
and (d).
Section 908. Merger of partnership and limited liability
company.
(a) Under a plan of merger approved under subsection (c)
of this Section, any one or more partnerships of this State
may merge with or into one or more limited liability
companies of this State, any other state or states of the
United States, or the District of Columbia, if the laws of
the other state or states or the District of Columbia permit
the merger. The partnership or partnerships and the limited
liability company or companies may merge with or into a
partnership, which may be any one of these partnerships, or
they may merge with or into a limited liability company,
which may be any one of these limited liability companies,
which shall be a partnership or limited liability company of
this State, any other state of the United States, or the
District of Columbia, which permits the merger.
(b) A plan of merger must set forth all of the
following:
(1) The name of each entity that is a party to the
merger.
(2) The name of the surviving entity into which the
other entities will merge.
(3) The type of organization of the surviving
entity.
(4) The terms and conditions of the merger.
(5) The manner and basis for converting the
interests of each party to the merger into interests,
obligations, or other securities of the surviving entity,
or into money or other property in whole or in part.
(6) The street address of the surviving entity's
principal place of business.
(c) The plan of merger required by subsection (b) of
this Section must be approved by each party to the merger in
accordance with all of the following:
(1) In the case of a partnership, by all of the
partners or by the number or percentage of the partners
required to approve a merger specified in the partnership
agreement.
(2) In the case of a limited liability company, by
all members or by the number or percentage of members
required to approve a merger specified in the operating
agreement.
(d) After a plan of merger is approved and before the
merger takes effect, the plan may be amended or abandoned as
provided in the plan of merger.
(e) After approval of the plan of merger under this
Section, unless the merger is abandoned under subsection (d)
of this Section, a statement of merger must be signed on
behalf of each party to the merger and delivered to the
Secretary of State of this State for filing. The statement of
merger must set forth all of the following:
(1) The name and, in the case of a limited
liability partnership, jurisdiction of each partnership
and the name and jurisdiction of organization of each
limited liability company that is a party to the merger.
(2) That a plan of merger has been approved and
signed by each partnership and each limited liability
company that is a party to the merger.
(3) The name and address of the surviving
partnership or surviving limited liability company.
(4) The effective date of the merger.
(5) If a party to the merger is a foreign limited
liability company or a foreign limited liability
partnership, the jurisdiction and date of the filing of
its articles of organization or statement of
qualification, as the case may be, and the date when its
application for authority was filed with the Secretary of
State of this State or, if an application has not been
filed, a statement to that effect.
(6) If the surviving entity is not a partnership or
limited liability company organized under the laws of
this State, an agreement that the surviving entity may be
served with process in this State and is subject to
liability in any action or proceeding for the enforcement
of any liability or obligation of any partnership or
limited liability company which is a party to the merger
or which was previously subject to suit in this State,
and for the enforcement, as provided in this Act, of the
right of partners of any partnership or members of any
limited liability company to receive payment for their
interests in the partnership or limited liability
company, as the case may be, against the surviving
entity.
(f) If a foreign limited liability company or a foreign
limited liability partnership is the surviving entity of a
merger, it may not do business in this State until an
application for that authority is filed with the Secretary of
State.
(g) The surviving partnership or other entity shall
furnish a copy of the plan of merger, on request, and without
cost, to any person holding an interest in an entity that is
to merge.
(h) To the extent that the statement of merger is
inconsistent with the articles of organization of a limited
liability company or the statement of qualification of a
limited liability partnership, the statement of merger shall
operate as an amendment to the articles of organization or
statement of qualification, as the case may be.
(i) The merger is effective upon the filing of the
statement of merger with the Secretary of State of this
State, or on a later date as specified in the statement of
merger not later than 30 days subsequent to the filing of the
statement of merger under subsection (e) of this Section.
(j) When any merger becomes effective under this
Section:
(1) the separate existence of each partnership and
each limited liability company that is a party to the
merger, other than the surviving entity, terminates;
(2) all property owned by each partnership and each
limited liability company that is a party to the merger
vests in the surviving entity;
(3) all debts, liabilities, and other obligations
of each partnership and each limited liability company
that is a party to the merger become the obligations of
the surviving entity;
(4) an action or proceeding by or against a
partnership or limited liability company that is a party
to the merger may be continued as if the merger had not
occurred or the surviving entity may be substituted as a
party to the action or proceeding; and
(5) except as prohibited by other law, all the
rights, privileges, immunities, powers, and purposes of
each partnership and limited liability company that is a
party to the merger vest in the surviving entity.
(k) The Secretary of State of this State is an agent for
service of process in an action or proceeding against any
surviving foreign entity to enforce an obligation of any
party to a merger if the surviving foreign entity fails to
appoint or maintain an agent designated for service of
process in this State or the agent for service of process
cannot with reasonable diligence be found at the designated
office. Service is effected under this subsection (k) at the
earliest of:
(1) the date the surviving entity receives the
process notice or demand;
(2) the date shown on the return receipt, if signed
on behalf of the surviving entity; or
(3) 5 days after its deposit in the mail, if mailed
postpaid and correctly addressed.
(l) Service under subsection (k) of this Section shall
be made by the person instituting the action by doing all of
the following:
(1) Serving on the Secretary of State of this
State, or on any employee having responsibility for
administering this Act in his or her office, a copy of
the process, notice, or demand, together with any papers
required by law to be delivered in connection with
service and paying the fee prescribed by Section 108 of
this Act.
(2) Transmitting notice of the service on the
Secretary of State of this State and a copy of the
process, notice, or demand and accompanying papers to the
surviving entity being served, by registered or certified
mail at the address set forth in the statement of merger.
(3) Attaching an affidavit of compliance with this
Section, in substantially the form that the Secretary of
State of this State may by rule prescribe, to the
process, notice, or demand.
(m) Nothing contained in this Section shall limit or
affect the right to serve any process, notice, or demand
required or permitted by law to be served upon a partnership
in any other manner now or hereafter permitted by law.
(n) The Secretary of State of this State shall keep, for
a period of 5 years from the date of service, a record of all
processes, notices, and demands served upon him or her under
this Section and shall record the time of the service and the
person's action with reference to the service.
(o) Except as provided by agreement with a person to
whom a partner of a partnership is obligated, a merger of a
partnership that has become effective shall not affect any
obligation or liability existing at the time of the merger of
a partner of a partnership that is merging.
Section 909. Approval of conversion into a limited
liability company. A partnership may convert into a limited
liability company organized, formed, or created under the
laws of this State, upon approval of the conversion in
accordance with this Section. The terms and conditions of a
conversion of a partnership to a limited liability company
must be approved by all of the partners or by a number or
percentage of the partners required for conversion in the
partnership agreement.
After a conversion is approved, the partnership shall
file articles of organization in the Office of the Secretary
of State in accordance with subsection (d) of Section 37-10
of the Limited Liability Company Act.
Section 910. Nonexclusive. This Article is not exclusive.
Partnerships or limited partnerships may be converted or
merged in any other manner provided by law.
ARTICLE 10
LIMITED LIABILITY PARTNERSHIP
Section 1001. Statement of qualification.
(a) A partnership may become a limited liability
partnership pursuant to this Section.
(b) The terms and conditions on which a partnership
becomes a limited liability partnership must be approved by
the vote necessary to amend the partnership agreement except,
in the case of a partnership agreement that expressly
considers obligations to contribute to the partnership, the
vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of
this Section, a partnership may become a limited liability
partnership by filing a statement of qualification with the
Secretary of State. The statement must contain:
(1) the name of the partnership;
(2) the street address of the partnership's chief
executive office and, if different, the street address of
an office in this State, if any;
(3) the name and street address of the
partnership's agent for service of process;
(4) the number of partners;
(5) a brief statement of the business in which the
partnership engages;
(6) a statement that the partnership applies for
qualification as a limited liability partnership; and
(7) a deferred effective date, if any, of an
application for status as a limited liability
partnership.
(d) The agent of a limited liability partnership for
service of process must be an individual who is a resident of
this State or other person authorized to do business in this
State.
(e) The status of a partnership as a limited liability
partnership is effective on the later of the filing of the
statement or a date specified in the statement and the
receipt by the Secretary of State of the required fee. The
status remains effective for one year after the date a
statement of qualification is filed, regardless of changes in
the partnership, unless the partnership voluntarily withdraws
by filing a statement of withdrawal, in which event the
status of the partnership as a limited liability partnership
shall terminate on the date such statement is filed or, if
later, a date specified on the statement.
(f) The status of a partnership as a limited liability
partnership and the liability of its partners is not affected
by errors or later changes in the information required to be
contained in the statement of qualification under subsection
(c) of this Section.
(g) The filing of a statement of qualification
establishes that a partnership has satisfied all conditions
precedent to the qualification of the partnership as a
limited liability partnership.
(h) An amendment or cancellation of a statement of
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
(i) The Secretary of State shall register as a limited
liability partnership any partnership that submits a
completed application with the required fee.
(j) The Secretary of State shall provide statements for
registration application, renewal of registration and
voluntary cancellation.
Section 1002. Name. The name of a limited liability
partnership must end with "Registered Limited Liability
Partnership", "Limited Liability Partnership", "R.L.L.P.",
"L.L.P.", "RLLP", or "LLP".
Section 1003. Renewal statements.
(a) A limited liability partnership, and a foreign
limited liability partnership authorized to transact business
in this State, shall file a renewal statement in the Office
of the Secretary of State which contains:
(1) the name of the partnership;
(2) the street address of the partnership's chief
executive office and, if different, the street address of
an office in this State, if any;
(3) the name and street address of the
partnership's agent for service of process;
(4) if the partnership is a domestic limited
liability partnership, the number of partners;
(5) a brief statement of the business in which the
partnership engages; and
(6) if the partnership is a foreign limited
liability partnership, a current certificate of status in
good standing as a registered limited liability
partnership under the laws of that state or jurisdiction.
(b) Qualification as a limited liability partnership,
whether pursuant to an original statement or a renewal
statement, is renewed if, during the 60 day period preceding
the date the initial statement or renewal statement otherwise
would have expired, the partnership files with the Secretary
of State a renewal statement. A renewal statement expires one
year after the date an original statement would have expired
if the last renewal of the statement had not occurred.
(c) The Secretary of State shall renew the registration
of any limited liability partnership of any partnership that
submits a renewal statement with the required fee.
ARTICLE 11
FOREIGN LIMITED LIABILITY PARTNERSHIP
Section 1101. Law governing foreign limited liability
partnership.
(a) The law under which a foreign limited liability
partnership is formed governs relations among the partners
and between the partners and the partnership and the
liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be
denied a statement of foreign qualification by reason of any
difference between the law under which the partnership was
formed and the law of this State.
(c) A statement of foreign qualification does not
authorize a foreign limited liability partnership to engage
in any business or exercise any power that a partnership may
not engage in or exercise in this State as a limited
liability partnership.
Section 1102. Statement of foreign qualification.
(a) Before transacting or continuing to transact
business in this State, a foreign limited liability
partnership must file a statement of qualification or a
renewal statement under Section 1001; provided, however, that
the statement must contain:
(1) the name of the foreign limited liability
partnership which satisfies the requirements of the state
or other jurisdiction under whose law it is formed and
ends with "Registered Limited Liability Partnership",
"Limited Liability Partnership", "R.L.L.P.", "L.L.P.",
"RLLP", or "LLP";
(2) the street address of the partnership's chief
executive office and, if different, the street address of
an office of the partnership in this State, if any;
(3) the name and street address of the
partnership's agent for service of process;
(4) a brief statement of the business in which the
partnership engages;
(5) a deferred effective date, if any; and
(6) a document or documents sufficient under the
laws of the state or jurisdiction in which the limited
liability partnership is organized to constitute official
certification of current status in good standing as a
registered limited liability partnership under the laws
of that state or jurisdiction.
(b) A foreign partnership may not use an assumed or
fictitious name in the conduct of its business to
intentionally misrepresent the geographic origin or location
of the partnership. This subsection (b) does not apply to any
foreign limited liability partnership that has gross annual
revenues in excess of $100,000,000.
(c) A person shall not advertise or cause to be listed
in a telephone directory an assumed or fictitious business
name that intentionally misrepresents where the business is
actually located or operating or falsely states that the
business is located or operating in the area covered by the
telephone directory. This subsection (c) does not apply to a
telephone service provider or to the publisher or distributor
of a telephone service directory, unless the conduct
prescribed in this subsection (c) is on behalf of that
telephone service provider or that publisher or distributor.
This subsection (c) does not apply to any foreign limited
liability partnership that has gross annual revenues in
excess of $100,000,000.
(d) A foreign limited liability partnership that
violates this Section is guilty of a petty offense and must
be fined not less than $501 and not more than $1,000. A
foreign limited liability partnership is guilty of an
additional offense for each additional day in violation of
this Section.
(e) The agent of a foreign limited liability partnership
for service of process must be an individual who is a
resident of this State or other person authorized to do
business in this State.
(f) The status of a partnership as a foreign limited
liability partnership is effective on the later of the filing
of the statement of foreign qualification or a date specified
in the statement. The status remains effective, regardless of
changes in the partnership, unless the partnership
voluntarily withdraws by filing a statement of withdrawal, in
which event the status of the partnership as a foreign
limited liability partnership shall terminate on the date
such statement is filed or, if later, a date specified on the
statement.
(g) An amendment or cancellation of a statement of
foreign qualification is effective when it is filed or on a
deferred effective date specified in the amendment or
cancellation.
(h) The Secretary of State shall register as a limited
liability partnership any foreign limited liability
partnership that submits a completed application with the
required fee.
Section 1103. Effect of failure to qualify.
(a) A foreign limited liability partnership transacting
business in this State may not maintain an action or
proceeding in this State unless it has in effect a statement
of foreign qualification.
(b) The failure of a foreign limited liability
partnership to have in effect a statement of foreign
qualification does not impair the validity of a contract or
act of the foreign limited liability partnership or preclude
it from defending an action or proceeding in this State.
(c) A limitation on personal liability of a partner is
not waived solely by transacting business in this State
without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts
business in this State without a statement of foreign
qualification, the Secretary of State is its agent for
service of process with respect to a right of action arising
out of the transaction of business in this State.
Section 1104. Activities not constituting transacting
business.
(a) Activities of a foreign limited liability
partnership which do not constitute transacting business for
the purpose of this Article include:
(1) maintaining, defending, or settling an action
or proceeding;
(2) holding meetings of its partners or carrying on
any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the
transfer, exchange, and registration of the partnership's
own securities or maintaining trustees or depositories
with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail
or through employees or agents or otherwise, if the
orders require acceptance outside this State before they
become contracts;
(7) creating or acquiring indebtedness, with or
without a mortgage, or other security interest in
property;
(8) collecting debts or foreclosing mortgages or
other security interests in property securing the debts,
and holding, protecting, and maintaining property so
acquired;
(9) conducting an isolated transaction that is
completed within 30 days and is not one in the course of
similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this Article, the ownership in this
State of income-producing real property or tangible personal
property, other than property excluded under subsection (a)
of this Section, constitutes transacting business in this
State.
(c) This Section does not apply in determining the
contacts or activities that may subject a foreign limited
liability partnership to service of process, taxation, or
regulation under any other law of this State.
Section 1105. Action by Attorney General. The Attorney
General may maintain an action to restrain a foreign limited
liability partnership from transacting business in this State
in violation of this Article.
ARTICLE 12
MISCELLANEOUS PROVISIONS
Section 1201. Uniformity of application and construction.
This Act shall be applied and construed to effectuate its
general purpose to make uniform the law with respect to the
subject of this Act among States enacting it.
Section 1202. Short title. (See Section 100 for short
title.)
Section 1203. Severability clause. If any provision of
this Act or its application to any person or circumstance is
held invalid, the invalidity does not affect other provisions
or applications of this Act which can be given effect without
the invalid provision or application, and to this end the
provisions of this Act are severable.
Section 1204. Effective date. (See Section 1299 for
effective date.)
Section 1205. Repealer. (See Section 1290 for repeals.)
Section 1206. Applicability.
(a) Before January 1, 2008, this Act governs only a
partnership formed:
(1) on or after January 1, 2003, except a
partnership that is continuing the business of a
dissolved partnership under Section 33 of the superseded
Uniform Partnership Act; and
(2) before January 1, 2003, that elects, as
provided by subsection (c) of this Section, to be
governed by this Act.
(b) On and after January 1, 2008, this Act governs all
partnerships.
(c) Before January 1, 2008, a partnership voluntarily
may elect, in the manner provided in its partnership
agreement or by law for amending the partnership agreement,
to be governed by this Act. The provisions of this Act
relating to the liability of the partnership's partners to
third parties apply to limit those partners' liability to a
third party who had done business with the partnership within
one year before the partnership's election to be governed by
this Act only if the third party knows or has received a
notification of the partnership's election to be governed by
this Act.
Section 1207. Savings clause. This Act does not affect an
action or proceeding commenced or right accrued before this
Act takes effect.
Section 1290. The Uniform Partnership Act is amended by
adding Part VII as follows:
(805 ILCS 205/Part VII heading new)
PART VII. APPLICABILITY; REPEAL
(805 ILCS 205/90 new)
Sec. 90. Applicability of Act.
(a) Except as provided in subsection (b), this Act
governs a partnership formed before January 1, 2003. This
Act governs a partnership formed after December 31, 2002 and
before January 1, 2008 only if that partnership is continuing
the business of a dissolved partnership under Section 33. A
partnership may not be formed under this Act on or after
January 1, 2003 unless it is continuing the business of a
dissolved partnership under Section 33.
(b) A partnership formed before January 1, 2003 may
voluntarily elect to be governed, before January 1, 2008, by
the Uniform Partnership Act (1997) as provided in Section
1206 of that Act.
(805 ILCS 205/95 new)
Sec. 95. Repeal. This Act is repealed on January 1,
2008.
Section 1295. The Revised Uniform Limited Partnership
Act is amended by changing Sections 201 and 1204 and adding
Section 805 as follows:
(805 ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
Sec. 201. Certificate of Limited Partnership.
(a) In order to form a limited partnership, a
certificate of limited partnership must be executed and filed
in the office of the Secretary of State in Springfield or
Chicago. Certificates may be filed in such additional
offices as the Secretary of State may designate. The
certificate shall set forth:
(1) the name of the limited partnership;
(2) the purposes for which the partnership is
formed, which may be stated to be, or to include, the
transaction of any or all lawful businesses for which
limited partnerships may be formed under this Act;
(3) the address of the office at which the records
required to be maintained by Section 104 are kept and the
name of its registered agent and the address of its
registered office required to be maintained by Section
103;
(4) the name and business address of each general
partner;
(5) the latest date, if any, upon which the limited
partnership is to dissolve;
(6) any other matters the partners determine to
include therein; and
(7) any other information the Secretary of State
shall by rule deem necessary to administer this Act.
(b) A limited partnership is formed at the time of the
filing of the certificate of limited partnership in the
office of the Secretary of State or at any later time, not
more than 60 days subsequent to the filing of the certificate
of limited partnership, specified in the certificate of
limited partnership if, in either case, there has been
substantial compliance with the requirements of this Section.
(c) A limited partnership may be formed by converting a
partnership to a limited partnership as provided in Section
902 of the Uniform Partnership Act (1997).
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 210/805 new)
Sec. 805. Conversion to partnership. A limited
partnership may be converted to a partnership as provided in
Section 903 of the Uniform Partnership Act (1997).
(805 ILCS 210/1204) (from Ch. 106 1/2, par. 162-4)
Sec. 1204. Rules for Cases Not Provided for in this Act.
Before January 1, 2008, in any case not provided for in this
Act the provisions of the Uniform Partnership Act govern if
that Act is otherwise applicable as provided in Section 90 of
that Act. After December 31, 2002, in any case not provided
for in this Act, the provisions of the Uniform Partnership
Act (1997) govern if that Act is otherwise applicable as
provided in Section 1206 of that Act.
(Source: P.A. 84-1412.)
Section 1299. Effective date. This Act takes effect on
January 1, 2003.
Passed in the General Assembly May 08, 2002.
Approved July 25, 2002.
Effective January 01, 2003.
[ Top ]