Chapter 805, BUSINESS ORGANIZATIONS

(805 ILCS 105/101.10) (from Ch. 32, par. 101.10) Sec. 101.10. Forms, execution, acknowledgment and filing. (a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of S…

(805 ILCS 105/101.11) Sec. 101.11. Electronic filing. Documents or reports submitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, t…

(805 ILCS 105/101.15) (from Ch. 32, par. 101.15) Sec. 101.15. Statement of correction. (a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains …

(805 ILCS 105/101.20) (from Ch. 32, par. 101.20) Sec. 101.20. Certificates and certified copies of certain documents to be received in evidence. All certificates issued by the Secretary of State in accordance with the provisions of this Act and all copies of documents filed in th…

(805 ILCS 105/101.25) (from Ch. 32, par. 101.25) Sec. 101.25. Lists of corporations; exchange of information. (a) The Secretary of State shall include in his or her daily publication lists of business corporations formed on that day as provided in paragraph (1) of subsection (b) …

(805 ILCS 105/101.30) (from Ch. 32, par. 101.30) Sec. 101.30. Abstract of corporate record. (a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined by the Secretary, furnish to the person or agency so requesting an abstract of the corp…

(805 ILCS 105/101.35) (from Ch. 32, par. 101.35) Sec. 101.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such i…

(805 ILCS 105/101.40) (from Ch. 32, par. 101.40) Sec. 101.40. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or infor…

(805 ILCS 105/101.45) (from Ch. 32, par. 101.45) Sec. 101.45. Judicial review under the Administrative Review Law. If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by th…

(805 ILCS 105/101.50) (from Ch. 32, par. 101.50) Sec. 101.50. Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subse…

(805 ILCS 105/101.55) (from Ch. 32, par. 101.55) Sec. 101.55. Certain powers reserved to General Assembly. (a) The General Assembly shall at all times have power to prescribe such provisions and limitations as it may deem advisable, which provisions and limitations shall be bindi…

(805 ILCS 105/101.60) (from Ch. 32, par. 101.60) Sec. 101.60. Effect of repeal of prior law on rights accrued or liabilities or penalties incurred. The repeal of a law by this Act shall not affect any right accrued or established, or any liability or penalty incurred, under the p…

(805 ILCS 105/101.70) (from Ch. 32, par. 101.70) Sec. 101.70. Application of Act. (a) Except as otherwise provided in this Act, the provisions of this Act relating to domestic corporations shall apply to: (1) All corporations organized hereunder; (2) All corporations heretofore o…

(805 ILCS 105/101.75) (from Ch. 32, par. 101.75) Sec. 101.75. Election to Accept Act. (a) Any not-for-profit corporation without shares or capital stock heretofore organized under any General Law or created by Special Act of the Legislature of this State, or any corporation havin…

(805 ILCS 105/101.80) (from Ch. 32, par. 101.80) Sec. 101.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein. (a) "Anniversary" means that day each year exactly one or…

(805 ILCS 415/102) Sec. 102. Definitions. In this Act: "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to: (1) propose a transaction subject to this Act; (2)…

(805 ILCS 206/102) Sec. 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 fact…

(805 ILCS 215/102) Sec. 102. Definitions. In this Act: (1) "Anniversary" means that day every year exactly one or more years after: (i) the date the certificate of limited partnership was filed by the Office of the Secretary of State, in the case of a limited partnership; or (ii)…

(805 ILCS 215/103) Sec. 103. 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; (3) has reason to know it exists from all of the facts k…

(805 ILCS 206/103) Sec. 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 partner…

(805 ILCS 415/103) Sec. 103. Relationship of Act to other laws. (a) Unless displaced by particular provisions of this Act or the organic law, the principles of law and equity supplement this Act. (b) This Act does not authorize an act prohibited by, and does not affect, the appli…

(805 ILCS 206/104) Sec. 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…

(805 ILCS 215/104) Sec. 104. Nature, purpose, and duration of entity. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limit…

(805 ILCS 415/104) Sec. 104. Required notice or approval. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be…

(805 ILCS 215/105) Sec. 105. Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limite…

(805 ILCS 415/105) Sec. 105. Status of filing. A filing under this Act signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the …

(805 ILCS 206/105) Sec. 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. Eit…

(805 ILCS 206/105.5) Sec. 105.5. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, t…

(805 ILCS 215/106) Sec. 106. Governing law. The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. (Source: P.…

(805 ILCS 206/106) Sec. 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…

(805 ILCS 415/106) Sec. 106. Nonexclusivity. The fact that a transaction under this Act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this Act. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/107) Sec. 107. Supplemental principles of law; rate of interest. (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…

(805 ILCS 415/107) Sec. 107. Reference to external facts. A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or actio…

(805 ILCS 206/107) Sec. 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. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/108) Sec. 108. Name. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP"…

(805 ILCS 206/108) Sec. 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 …

(805 ILCS 415/108) Sec. 108. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this Act by the unanimous vote or consent of its interest holders satisfies the requi…

(805 ILCS 215/108.5) Sec. 108.5. Assumed name. (a) A limited partnership or a foreign limited partnership admitted to transact business in this State may elect to adopt an assumed name that complies with the requirements of Section 108 of this Act except the requirement that the …

(805 ILCS 206/109) Sec. 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…

(805 ILCS 215/109) Sec. 109. Reservation of name. (a) The exclusive right to the use of a name that complies with Section 108 may be reserved by: (1) a person intending to organize a limited partnership under this Act and to adopt the name; (2) a limited partnership or a foreign …

(805 ILCS 415/109) Sec. 109. Appraisal rights. (a) An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic…

(805 ILCS 215/110) Sec. 110. Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agr…

(805 ILCS 415/110) Sec. 110. Interrogatories to be propounded by the Secretary of State. (a) The Secretary of State may propound to any entity, domestic or foreign, subject to the provisions of this Act, and to any governor or interest holder thereof, such interrogatories as may …

(805 ILCS 215/111) Sec. 111. Required information. A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partn…

(805 ILCS 215/112) Sec. 112. Business transactions of partner with partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a par…

(805 ILCS 215/113) Sec. 113. Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this Act and the partnership agreement in each of those capaci…

(805 ILCS 215/114) Sec. 114. Office and agent for service of process. (a) A limited partnership shall designate and continuously maintain in this State: (1) an office, which need not be a place of its activity in this State; and (2) an agent for service of process. (b) A foreign …

(805 ILCS 215/115) Sec. 115. Change of designated office or agent for service of process. (a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may del…

(805 ILCS 215/116) Sec. 116. Resignation of agent for service of process. (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 the limited partnership or foreign limit…

(805 ILCS 215/117) Sec. 117. Service of process. (a) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or p…