2005 Illinois Code - 805 ILCS 206/ Uniform Partnership Act (1997). Article 11 - Foreign Limited Liability Partnership
(805 ILCS 206/Art. 11 heading)
ARTICLE 11
FOREIGN LIMITED LIABILITY PARTNERSHIP
(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
obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of
foreign
qualification by reason of any difference between the law under which the
partnership was
formed and the law of this State.
(c) A statement of foreign qualification does not authorize a foreign
limited liability
partnership to engage in any business or exercise any power that a partnership
may not engage in
or exercise in this State as a limited liability partnership.
(Source: P.A. 92‑740, eff. 1‑1‑03.)
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(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, that the statement must contain:
(1) the name of the foreign limited liability |
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partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";
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(2) the street address of the partnership's chief
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executive office and, if different, the street address of an office of the partnership in this State, if any;
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(3) the name and street address of the partnership's
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agent for service of process;
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(4) a brief statement of the business in which the
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(5) a deferred effective date, if any; and
(6) a document or documents sufficient under the
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laws of the state or jurisdiction in which the limited liability partnership is organized to constitute official certification of current status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.
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(b) A foreign partnership may not use an assumed or fictitious name in the
conduct of its
business to intentionally misrepresent the geographic origin or location of
the partnership.
This subsection (b) does not apply to any foreign limited liability
partnership that has gross
annual revenues in excess of $100,000,000.
(c) 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 that the business is located
or operating in the
area covered by the telephone directory. This subsection (c) does not apply
to a telephone
service provider or to the publisher or distributor of a telephone
service directory, unless
the conduct prescribed in this subsection (c) is on behalf of that telephone
service provider or
that publisher or distributor.
This subsection (c) does not apply to any foreign limited liability
partnership that has gross
annual revenues in excess of $100,000,000.
(d) A foreign limited liability partnership that violates this Section
is guilty of a petty
offense and must be fined not less than $501 and not more than $1,000. A
foreign limited
liability partnership is guilty of an additional offense for each additional
day in violation of this
Section.
(e) The agent of a foreign limited liability partnership for service of
process
must be an
individual who is a resident of this State or other person authorized to do
business in this State.
(f) The status of a partnership as a foreign limited liability partnership
is effective on the later
of the filing of the statement of foreign qualification or a date specified in
the statement. The
status remains effective, regardless of changes in the partnership, unless the
partnership
voluntarily withdraws by filing a statement of withdrawal, in which event the
status of the
partnership as a foreign limited liability partnership shall terminate on the
date such statement is
filed or, if later, a date specified on the statement.
(g) An amendment or cancellation of a statement of foreign qualification is
effective when it is
filed or on a deferred effective date specified in the amendment or
cancellation.
(h) The Secretary of State shall register as a limited liability
partnership any foreign limited
liability partnership that submits a completed application with the required
fee.
(Source: P.A. 92‑740, eff. 1‑1‑03.)
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(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 foreign limited liability partnership to have in effect
a statement of foreign
qualification does not impair the validity of a contract or act of the foreign
limited liability
partnership or preclude it from defending an action or proceeding in this
State.
(c) A limitation on personal liability of a partner is not waived solely by
transacting business
in this State without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this
State without a statement
of foreign qualification, the Secretary of State is its agent for service of
process with respect to a
right of action arising out of the transaction of business in this State.
(Source: P.A. 92‑740, eff. 1‑1‑03.)
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(805 ILCS 206/1104)
Sec. 1104.
Activities not constituting
transacting business.
(a) Activities of a foreign limited liability partnership which do not
constitute transacting
business for the purpose of this Article include:
(1) maintaining, defending, or settling an action or |
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(2) holding meetings of its partners or carrying on
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any other activity concerning its internal affairs;
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(3) maintaining bank accounts;
(4) maintaining offices or agencies for the
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transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
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(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail
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or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
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(7) creating or acquiring indebtedness, with or
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without a mortgage, or other security interest in property;
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(8) collecting debts or foreclosing mortgages or
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other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
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(9) conducting an isolated transaction that is
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completed within 30 days and is not one in the course of similar transactions; and
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(10) transacting business in interstate commerce.
(b) For purposes of this Article, the ownership in this State of
income‑producing real property
or tangible personal property, other than property excluded under subsection
(a) of this Section,
constitutes transacting business in this State.
(c) This Section does not apply in determining the contacts or activities
that may subject a
foreign limited liability partnership to service of process, taxation, or
regulation under any other
law of this State.
(Source: P.A. 92‑740, eff. 1‑1‑03.)
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(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.)
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