Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 215/1104) Sec. 1104. (Repealed). (Source: P.A. 93-967, eff. 1-1-05. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1105) Sec. 1105. (Repealed). (Source: P.A. 93-967, eff. 1-1-05. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1106) Sec. 1106. Merger. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this Section and Sections 1107 through 1109 and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes th…

(805 ILCS 215/1107) Sec. 1107. Action on plan of merger by constituent limited partnership. (a) Subject to Section 1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to Section 1110 and any contractual rights, after a…

(805 ILCS 215/1108) Sec. 1108. Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the c…

(805 ILCS 215/1109) Sec. 1109. Effect of merger. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all prop…

(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 215/1110) Sec. 1110. Restrictions on approval of mergers and on relinquishing LLLP status. (a) If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffec…

(805 ILCS 215/1111) Sec. 1111. Liability of general partner after merger. (a) A merger under this Article does not discharge any liability under Sections 404 and 607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnersh…

(805 ILCS 215/1112) Sec. 1112. Power of general partners and persons dissociated as general partners to bind organization after merger. (a) An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surv…

(805 ILCS 215/1113) Sec. 1113. Article not exclusive. This Article does not preclude an entity from being converted, domesticated, or merged under other law. (Source: P.A. 100-561, eff. 7-1-18.)

(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…

(805 ILCS 215/118) Sec. 118. Consent and proxies of parties. Action requiring the consent of partners under this Act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally o…

(805 ILCS 215/119) Sec. 119. Locale misrepresentation. (a) 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 tha…

(805 ILCS 215/1201) Sec. 1201. Uniformity of application and construction. In applying and construing this Uniform Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. (Source: P.A. 93-967, ef…

(805 ILCS 215/1202) Sec. 1202. 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 215/1203) Sec. 1203. Relation to Electronic Signatures in Global and National Commerce Act. This Act modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this Act does not modify, limi…

(805 ILCS 215/1204) Sec. 1204. Effective date. (See Section 1402 for effective date.) (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1205) Sec. 1205. Repeals. (See Section 1401 for repeals.) (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1206) Sec. 1206. Application to existing relationships. (a) Before January 1, 2008, this Act governs only: (1) a limited partnership formed on or after January 1, 2005; and (2) except as otherwise provided in subsections (c) and (d), a limited partnership formed bef…

(805 ILCS 215/1207) Sec. 1207. Savings clause. This Act does not affect an action commenced, proceeding brought, or right accrued before this Act takes effect. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1207.2) Sec. 1207.2. (Amendatory provisions; text omitted). (Source: P.A. 93-967, eff. 1-1-05; text omitted.)

(805 ILCS 215/1207.3) Sec. 1207.3. (Amendatory provisions; text omitted). (Source: P.A. 93-967, eff. 1-1-05; text omitted.)

(805 ILCS 215/1207.4) Sec. 1207.4. (Amendatory provisions; text omitted). (Source: P.A. 93-967, eff. 1-1-05; text omitted.)

(805 ILCS 215/1301) Sec. 1301. List of partnerships. (a) The Secretary of State may publish a list or lists of limited partnerships and foreign limited partnerships, with such frequency, in such format, and for such fees as the Secretary may in his or her discretion provide by ru…

(805 ILCS 215/1302) Sec. 1302. Fees. (a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and rules promulgated pursuant to its authority: (1) fees for filing documents; (2) miscellaneous charges; (3) fees for the sale of lists of fili…

(805 ILCS 215/1303) Sec. 1303. Powers of the Secretary of State and 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 …

(805 ILCS 215/1304) Sec. 1304. Certified copies and certificates. (a) Copies, photostatic or otherwise, of any and all documents filed in the Office of the Secretary of State in accordance with the provisions of this Act, when certified by the Secretary of State under the Great S…

(805 ILCS 215/1305) Sec. 1305. (Repealed). (Source: P.A. 97-813, eff. 7-13-12. Repealed by P.A. 97-839, eff. 7-20-12.)

(805 ILCS 215/1306) Sec. 1306. Forms. All documents required by this Act to be filed in the Office of the Secretary of State shall be made on or accompanied by forms which shall be prescribed and furnished by the Secretary of State. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1307) Sec. 1307. File number. All documents required by this Act to be filed in the Office of the Secretary of State, with the exception of each domestic or foreign limited partnership's initial filing, shall contain the limited partnership's file number as assigned…

(805 ILCS 215/1308) Sec. 1308. Department of Business Services Special Operations Fund. (a) A special fund in the State Treasury is created and shall be known as the Department of Business Services Special Operations Fund. Moneys deposited into the Fund shall, subject to appropri…

(805 ILCS 215/1309) Sec. 1309. Judicial review under the Administrative Review Law. (a) If the Secretary of State shall fail to approve documents as conforming to the law and file any document required by this Act to be approved by the Secretary of State before the same shall be …

(805 ILCS 215/1310) Sec. 1310. Illinois Administrative Procedure Act. The Illinois Administrative Procedure Act is hereby expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subsection (d) of Se…

(805 ILCS 215/1401) Sec. 1401. Repeal. Effective January 1, 2008, the following Act is repealed: the Revised Uniform Limited Partnership Act as amended and in effect immediately before the effective date of this Act. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1402) Sec. 1402. Effective date. This Act takes effect January 1, 2005. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/201) Sec. 201. Formation of limited partnership; certificate of limited partnership. (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the…

(805 ILCS 215/202) Sec. 202. Amendment or restatement of certification. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11, articles of merger stating: (1) t…

(805 ILCS 215/203) Sec. 203. Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: (1) the name of the limited partnership; (2) the date of filing of its ini…

(805 ILCS 215/204) Sec. 204. Signing of records. (a) Each record delivered to the Secretary of State for filing pursuant to this Act must be signed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners listed in the cert…

(805 ILCS 215/204.5) Sec. 204.5. 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 215/205) Sec. 205. Signing and filing pursuant to judicial order. (a) If a person required by this Act to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order: (…

(805 ILCS 215/206) Sec. 206. Delivery to and filing of records by Secretary of State; effective time and date. (a) A record authorized or required to be delivered to the Secretary of State for filing under this Act must be captioned to describe the record's purpose, be in a mediu…

(805 ILCS 215/207) Sec. 207. Correcting filed record. (a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partner…

(805 ILCS 215/208) Sec. 208. Liability for false information in filed record. (a) If a record delivered to the Secretary of State for filing under this Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information ma…