Chapter 805, BUSINESS ORGANIZATIONS

(805 ILCS 415/902) Sec. 902. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 215/902) Sec. 902. Application for certificate of authority. (a) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state: (1) …

(805 ILCS 215/902.5) Sec. 902.5. Amended application for certificate of authority. (a) In order to amend its application for certificate of authority, a foreign limited partnership must deliver to the Secretary of State for filing an amended application for certificate of authori…

(805 ILCS 215/903) Sec. 903. Activities not constituting transacting business. (a) Activities of a foreign limited partnership which do not constitute transacting business in this State within the meaning of this Article include: (1) maintaining, defending, and settling an action…

(805 ILCS 415/903) Sec. 903. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/904) Sec. 904. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 215/904) Sec. 904. Filing of certificate of authority. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this Act, the Secretary of State, upon payment of all filing fees, shall fi…

(805 ILCS 206/905) Sec. 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 …

(805 ILCS 415/905) Sec. 905. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 215/905) Sec. 905. Noncomplying name of foreign limited partnership. (a) A foreign limited partnership whose name does not comply with Section 108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an altern…

(805 ILCS 206/906) Sec. 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 …

(805 ILCS 415/906) Sec. 906. The Limited Liability Company Act is amended by repealing Sections 37-15, 37-16, 37-17, 37-31, 37-32, 37-33, and 37-34. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/906) Sec. 906. Revocation of certificate of authority. (a) A certificate of authority of a foreign limited partnership to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if the foreign limite…

(805 ILCS 215/906.5) Sec. 906.5. Reinstatement following revocation. (a) A foreign limited partnership that has had its certificate of authority revoked under Section 906 may be reinstated by the Secretary of State following the date of revocation upon: (1) the filing of an appli…

(805 ILCS 415/907) Sec. 907. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 206/907) Sec. 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…

(805 ILCS 215/907) Sec. 907. Cancellation of certificate of authority; effect of failure to have certificate. (a) In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a …

(805 ILCS 415/908) Sec. 908. The Uniform Partnership Act (1997) is amended by repealing Sections 903, 904, and 909. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/908) Sec. 908. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this Article. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 206/908) Sec. 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…

(805 ILCS 415/909) Sec. 909. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/910) Sec. 910. The Uniform Limited Partnership Act (2001) is amended by repealing Sections 1103, 1104, and 1105. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/910) Sec. 910. Nonexclusive. This Article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 415/995) Sec. 995. No acceleration or delay. Where this Act makes changes in a statute that is represented in this Act by text that is not yet or no longer in effect (for example, a Section represented by multiple versions), the use of that text does not accelerate or d…

(805 ILCS 415/999) Sec. 999. Effective date. This Act takes effect July 1, 2018. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/10-1) Sec. 10-1. Admission of members. (a) A person becomes a member of a limited liability company: (1) upon formation of the company, as provided in an agreement between the organizer and the initial member if there is only one member, or as provided in an agreeme…

(805 ILCS 180/10-10) Sec. 10-10. Liability of members and managers. (a) Except as otherwise provided in subsections (a-5) and (d) of this Section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely t…

(805 ILCS 180/10-15) Sec. 10-15. Right of members and dissociated members to information. (a) A company shall furnish information when any member demands it in a record concerning the company's activities, financial condition, and other circumstances of the company's business nec…

(805 ILCS 5/10.05) (from Ch. 32, par. 10.05) Sec. 10.05. Authority to amend articles of incorporation. (a) A corporation may amend its articles of incorporation at any time and from time to time to add a new provision or to change or remove an existing provision, provided that th…

(805 ILCS 5/10.10) (from Ch. 32, par. 10.10) Sec. 10.10. Amendment before issuance of shares. If a corporation has not issued shares, an amendment to the articles of incorporation may be adopted by a majority of the incorporators if initial directors were not named in the article…

(805 ILCS 5/10.15) (from Ch. 32, par. 10.15) Sec. 10.15. Amendment by directors. A majority of the whole board of directors of a corporation may adopt one or more amendments to its articles of incorporation without shareholder action: (a) to remove the names and addresses of the …

(805 ILCS 5/10.20) (from Ch. 32, par. 10.20) Sec. 10.20. Amendment by directors and shareholders. Any amendment authorized by Section 10.05 may be adopted by the action of the directors and shareholders in the following manner: (a) The board of directors shall adopt a resolution …

(805 ILCS 5/10.25) (from Ch. 32, par. 10.25) Sec. 10.25. Class voting. Except as provided in Section 10.40, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment if the articles of incorporation so provide or if the amendm…

(805 ILCS 5/10.30) (from Ch. 32, par. 10.30) Sec. 10.30. Articles of amendment. (a) Except as provided in Section 10.40, the articles of amendment shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth: (1) The name of the corpora…

(805 ILCS 5/10.35) (from Ch. 32, par. 10.35) Sec. 10.35. Effect of amendment. (a) The amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly, as of the later of: (1) the filing of the articles of amendment by the Secretary of …

(805 ILCS 5/10.40) (from Ch. 32, par. 10.40) Sec. 10.40. Amendment pursuant to reorganization. (a) The articles of incorporation of a corporation may be amended without director or shareholder action to carry out a plan of reorganization ordered by a court of competent jurisdicti…

(805 ILCS 215/1001) Sec. 1001. Direct action by partner. (a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to en…

(805 ILCS 206/1001) Sec. 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 …

(805 ILCS 206/1002) Sec. 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". (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/1002) Sec. 1002. Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enfo…

(805 ILCS 206/1003) Sec. 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 o…

(805 ILCS 215/1003) Sec. 1003. Proper plaintiff. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved…

(805 ILCS 215/1004) Sec. 1004. Pleading. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the general partners' response to the demand; or (2) why demand should be excused as futile. (Source: P.A. 93-967, eff.…

(805 ILCS 206/1004) Sec. 1004. Reinstatement of limited liability partnership status. (a) A partnership whose status as a limited liability partnership or foreign limited liability partnership has expired as a result of the failure to file a renewal report required by Section 100…

(805 ILCS 206/1005) Sec. 1005. Resignation of agent for service of process upon a limited liability partnership. (a) The agent for service of process may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to t…

(805 ILCS 215/1005) Sec. 1005. Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plainti…

(805 ILCS 105/110.05) (from Ch. 32, par. 110.05) Sec. 110.05. Authority to amend articles of incorporation. (a) A corporation may amend its articles of incorporation at any time and from time to time to add a new provision or to change or remove an existing provision, provided th…

(805 ILCS 105/110.15) (from Ch. 32, par. 110.15) Sec. 110.15. Amendment by Directors. Where a corporation has no members, or no members entitled to vote on amendments, one or more amendments shall be adopted by the board of directors upon receiving the affirmative vote of a major…

(805 ILCS 105/110.20) (from Ch. 32, par. 110.20) Sec. 110.20. Amendments by Directors and Members. Where a corporation has members entitled to vote on amendments, one or more amendments shall be adopted in the following manner: (a) The board of directors shall adopt a resolution …

(805 ILCS 105/110.30) (from Ch. 32, par. 110.30) Sec. 110.30. Articles of amendment. (a) Except as provided in Section 110.40 of this Act, the articles of amendment shall be executed and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth: (1) The…