Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 206/406) Sec. 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 undertakin…

(805 ILCS 206/501) Sec. 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. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/502) Sec. 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 person…

(805 ILCS 206/503) Sec. 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 t…

(805 ILCS 206/504) Sec. 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 judg…

(805 ILCS 206/601) Sec. 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 specif…

(805 ILCS 206/602) Sec. 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 …

(805 ILCS 206/603) Sec. 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 ri…

(805 ILCS 206/701) Sec. 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 par…

(805 ILCS 206/702) Sec. 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 Artic…

(805 ILCS 206/703) Sec. 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 obliga…

(805 ILCS 206/704) Sec. 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 …

(805 ILCS 206/705) Sec. 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 th…

(805 ILCS 206/801) Sec. 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 fr…

(805 ILCS 206/802) Sec. 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 com…

(805 ILCS 206/803) Sec. 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 …

(805 ILCS 206/804) Sec. 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 partne…

(805 ILCS 206/805) Sec. 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 statemen…

(805 ILCS 206/806) Sec. 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 partner…

(805 ILCS 206/807) Sec. 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 c…

(805 ILCS 206/901) Sec. 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 part…

(805 ILCS 206/902) Sec. 902. Conversions and domestications. (a) Conversions and domestications are governed by the Entity Omnibus Act. (b) (Blank). (c) (Blank). (d) (Blank). (e) (Blank). (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/903) Sec. 903. (Repealed). (Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/904) Sec. 904. (Repealed). (Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)

(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 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 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 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 206/909) Sec. 909. (Repealed). (Source: P.A. 92-740, eff. 1-1-03. Repealed by 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 215/0.01) Sec. 0.01. Short title. This Act may be cited as the Uniform Limited Partnership Act (2001). (Source: P.A. 93-967, eff. 1-1-05.)

(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 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 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 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 215/101) Sec. 101. Short title. (See Section 0.01 for short title.) (Source: P.A. 93-967, eff. 1-1-05.)

(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 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 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 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 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 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 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 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 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 215/1101) Sec. 1101. Definitions. In this Article: (1) "Constituent limited partnership" means a constituent organization that is a limited partnership. (2) "Constituent organization" means an organization that is party to a merger. (3) (Blank). (4) (Blank). (5) (Blank)…

(805 ILCS 215/1102) Sec. 1102. Conversions and domestications. (a) Conversions and domestications are governed by the Entity Omnibus Act. (b) (Blank). (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1103) Sec. 1103. (Repealed). (Source: P.A. 93-967, eff. 1-1-05. Repealed by P.A. 100-561, eff. 7-1-18.)