Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 215/209) Sec. 209. Certificate of existence or authorization. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the Office of the Secretary of State show …

(805 ILCS 215/210) Sec. 210. Annual report for Secretary of State. (a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the limited…

(805 ILCS 215/301) Sec. 301. Becoming limited partner. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under Article 11; or (3) with the consent of all the partners. (Source: P.A. 93-967, eff. 1-1-05.)…

(805 ILCS 215/302) Sec. 302. No right or power as limited partner to bind limited partnership. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/303) Sec. 303. No liability as limited partner for limited partnership obligation. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, direct…

(805 ILCS 215/304) Sec. 304. Right of limited partner and former limited partner to information. (a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited …

(805 ILCS 215/305) Sec. 305. Limited duties of limited partners. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partners…

(805 ILCS 215/306) Sec. 306. Person erroneously believing self to be limited partner. (a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited par…

(805 ILCS 215/401) Sec. 401. Becoming general partner. A person becomes a general partner: (1) as provided in the partnership agreement; (2) under Section 801(3)(B) following the dissociation of a limited partnership's last general partner; (3) as the result of a conversion or me…

(805 ILCS 215/402) Sec. 402. General partner agent of limited partnership. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently …

(805 ILCS 215/403) Sec. 403. Limited partnership liable for general partner's actionable conduct. (a) A limited 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 gen…

(805 ILCS 215/404) Sec. 404. General partner's liability. (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. …

(805 ILCS 215/405) Sec. 405. Actions by and against partnership and partners. (a) To the extent not inconsistent with Section 404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partners…

(805 ILCS 215/406) Sec. 406. Management rights of general partner. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this Act, any matter relating to the activities of the limited partn…

(805 ILCS 215/407) Sec. 407. Right of general partner and former general partner to information. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designat…

(805 ILCS 215/408) Sec. 408. General standards of general partner's conduct. (a) The fiduciary duties that a general partner has to the limited partnership and the other partners include the duties of loyalty and care under subsections (b) and (c). (b) A general partner's duty of…

(805 ILCS 215/501) Sec. 501. Form of contribution. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and c…

(805 ILCS 215/502) Sec. 502. Liability for contribution. (a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform person…

(805 ILCS 215/503) Sec. 503. Sharing of distributions. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the li…

(805 ILCS 215/504) Sec. 504. Interim distributions. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/505) Sec. 505. No distribution on account of dissociation. A person does not have a right to receive a distribution on account of dissociation. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/506) Sec. 506. Distribution in kind. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to Section 812(b), a limited partnership may distribute an asset in kind to the extent each par…

(805 ILCS 215/507) Sec. 507. Right to distribution. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distri…

(805 ILCS 215/508) Sec. 508. Limitations on distribution. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be abl…

(805 ILCS 215/509) Sec. 509. Liability for improper distributions. (a) A general partner that consents to a distribution made in violation of Section 508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have be…

(805 ILCS 215/601) Sec. 601. Dissociation as limited partner. (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence o…

(805 ILCS 215/602) Sec. 602. Effect of dissociation as limited partner. (a) Upon a person's dissociation as a limited partner: (1) subject to Section 704, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a…

(805 ILCS 215/603) Sec. 603. Dissociation as general partner. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a gene…

(805 ILCS 215/604) Sec. 604. Persons to dissociate as general partner; wrongful dissociation. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 603(1). (b) A person's dissociation as a general …

(805 ILCS 215/605) Sec. 605. Effect of dissociation as general partner. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) except as provid…

(805 ILCS 215/606) Sec. 606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Arti…

(805 ILCS 215/607) Sec. 607. Liability to other persons of person dissociated as general partner. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before…

(805 ILCS 215/701) Sec. 701. Partner's transferable interest. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/702) Sec. 702. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partners…

(805 ILCS 215/703) Sec. 703. Rights of creditor of partner or transferee. (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatis…

(805 ILCS 215/704) Sec. 704. Power of estate of deceased partner. If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 702 and, for the purposes of settling the estate, may e…

(805 ILCS 215/801) Sec. 801. Nonjudicial dissolution. Except as otherwise provided in Section 802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the partnership…

(805 ILCS 215/802) Sec. 802. Judicial dissolution. On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. …

(805 ILCS 215/803) Sec. 803. Winding up. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limi…

(805 ILCS 215/804) Sec. 804. Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited partnership'…

(805 ILCS 215/805) Sec. 805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. (a) If a general partner having knowledge of the dissolution causes a …

(805 ILCS 215/806) Sec. 806. Known claims against dissolved limited partnership. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b). (b) A dissolved limited partnership may notify its known claiman…

(805 ILCS 215/807) Sec. 807. Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The noti…

(805 ILCS 215/808) Sec. 808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under Section 806 or 807, any corresponding claim under Section 404 is a…

(805 ILCS 215/809) Sec. 809. Administrative dissolution. (a) The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date: (1) pay any fee, tax, or penalty due to the Secretary of State under thi…

(805 ILCS 215/810) Sec. 810. Reinstatement following administrative dissolution. (a) A limited partnership that has been administratively dissolved under Section 809 may be reinstated by the Secretary of State following the date of dissolution upon: (1) the filing of an applicati…

(805 ILCS 215/811) Sec. 811. Appeal from denial of reinstatement. (a) If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign and file a notice that explains the reason…

(805 ILCS 215/812) Sec. 812. Disposition of assets; when contributions required. (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this Section, must be applied to satisfy the limited partnership's…

(805 ILCS 215/901) Sec. 901. Governing law. (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership a…

(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) …