Chapter 805 — BUSINESS ORGANIZATIONS

(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 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 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 206/101) Sec. 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 …

(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 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 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 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 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 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 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 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 206/1101) Sec. 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 obliga…

(805 ILCS 206/1102) Sec. 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,…

(805 ILCS 206/1103) Sec. 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 fo…

(805 ILCS 206/1104) Sec. 1104. Activities not constituting transacting business. (a) Without excluding other activities that may not constitute transacting business in this State, a foreign partnership or registered limited liability partnership shall not be considered to be tran…

(805 ILCS 206/1105) Sec. 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. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1106) Sec. 1106. Resignation of agent for service of process upon a foreign 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 ther…

(805 ILCS 206/1201) Sec. 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. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1202) Sec. 1202. Short title. (See Section 100 for short title.) (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1203) Sec. 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 o…

(805 ILCS 206/1204) Sec. 1204. Effective date. (See Section 1299 for effective date.) (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1205) Sec. 1205. Repealer. (See Section 1290 for repeals.) (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1206) Sec. 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 Partne…

(805 ILCS 206/1207) Sec. 1207. Savings clause. This Act does not affect an action or proceeding commenced or right accrued before this Act takes effect. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1208) Sec. 1208. Powers of the Secretary of State; rulemaking. (a) The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties herein imposed. The Secretary of State's function under thi…

(805 ILCS 206/1209) Sec. 1209. Expedited services; fees. (a) As used in this Section: "Department" means the Department of Business Services of the Office of the Secretary of State. "Expedited services" means services rendered within the same day or within 24 hours after the time…

(805 ILCS 206/1290) Sec. 1290. (Amendatory provisions; text omitted). (Source: P.A. 92-740, eff. 1-1-03; text omitted.)

(805 ILCS 206/1295) Sec. 1295. (Amendatory provisions; text omitted). (Source: P.A. 92-740, eff. 1-1-03; text omitted.)

(805 ILCS 206/1299) Sec. 1299. Effective date. This Act takes effect on January 1, 2003. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/201) Sec. 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. (Sourc…

(805 ILCS 206/202) Sec. 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 asso…

(805 ILCS 206/203) Sec. 203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/204) Sec. 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 a…

(805 ILCS 206/301) Sec. 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…

(805 ILCS 206/302) Sec. 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 …

(805 ILCS 206/303) Sec. 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 th…

(805 ILCS 206/304) Sec. 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 f…

(805 ILCS 206/305) Sec. 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 ordin…

(805 ILCS 206/306) Sec. 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 pe…

(805 ILCS 206/307) Sec. 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…

(805 ILCS 206/308) Sec. 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 p…

(805 ILCS 206/401) Sec. 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 a…

(805 ILCS 206/402) Sec. 402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/403) Sec. 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…

(805 ILCS 206/404) Sec. 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 lo…

(805 ILCS 206/405) Sec. 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 a…