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2005 Illinois Code - 805 ILCS 205/ Uniform Partnership Act. Part II - Nature Of A Partnership

(805 ILCS 205/Pt. II heading)
PART II

NATURE OF A PARTNERSHIP

(805 ILCS 205/6) (from Ch. 106 1/2, par. 6)

(Section scheduled to be repealed on January 1, 2008)

Sec. 6.

Definition of partnership.

(1) A partnership is an association of two or more persons to carry
on as co‑owners a business for profit and includes for all purposes of the
laws of this State, a registered limited liability partnership.

(2) But any association formed under any other statute of this State, or
any statute adopted by authority, other than the authority of this State,
is not a partnership under this Act, unless such association would have
been a partnership in this State prior to the adoption of this Act; but
this Act shall apply to limited partnerships except in so far as the
statutes relating to such partnerships are inconsistent herewith.

(Source: P.A. 88‑573, eff. 8‑11‑94.)

(805 ILCS 205/6.5)

(Section scheduled to be repealed on January 1, 2008)

Sec. 6.5.

Prohibited name; locale misrepresentation.

(a) 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.

(b) 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 (b) 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 (b) is on behalf of that telephone
service provider or that publisher or distributor.

This subsection (b) does not apply to any foreign partnership that has gross
annual revenues in excess of $100,000,000.

(c) A foreign 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 partnership is guilty of an additional offense for each additional day
in violation of this Section.

(Source: P.A. 91‑906, eff. 1‑1‑01.)

(805 ILCS 205/7) (from Ch. 106 1/2, par. 7)

(Section scheduled to be repealed on January 1, 2008)

Sec. 7.

In determining whether a partnership exists, these rules
shall apply:

(1) Except as provided by Section 16, persons who are not partners
as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties,
joint property, common property, or part ownership does not of itself
establish a partnership, whether such co‑owners do or do not share any
profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a
partnership, whether or not the persons sharing them have a joint or
common right or interest in any property from which the returns are
derived.

(4) The receipt by a person of a share of the profits of a business
is prima facie evidence that he or she is a partner in the business, but no
such inference shall be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise;

(b) As wages of an employee or rent to a landlord;

(c) As an annuity to a widow or widower or representative of a deceased
partner;

(d) As interest on a loan, though the amount of payment vary with
the profits of the business;

(e) As the consideration for the sale of the good‑will of a business
or other property by installments or otherwise.

(Source: P.A. 80‑1154.)

(805 ILCS 205/7.1)

(Section scheduled to be repealed on January 1, 2008)

Sec. 7.1.

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 other
state or
states of the United States, or the District of Columbia, if the laws of
the other
state or states or the District of Columbia permit the merger.  The partnership
or
partnerships and the limited liability company or companies may merge with or
into a partnership, which may be any one of these partnerships, or they may
merge
with or into a limited liability company, which may be any one of these limited
liability
companies, which shall be a partnership or limited liability company of this
State,
any other state of the United States, or the District of Columbia, which
permits the
merger.

(b) A plan of merger must set forth all of the following:

(1) The name of each entity that is a party to the

merger.

(2) The name of the surviving entity into which the

other entities will merge.

(3) The type of organization of the surviving entity.

(4) The terms and conditions of the merger.

(5) The manner and basis for converting the

interests of each party to the merger into interests, obligations, or other securities of the surviving entity, or into money or other property in whole or in part.

(6) The street address of the surviving entity's

principal place of business.

(c) The plan of merger required by subsection (b) of this Section must be
approved by
each party to the merger in accordance with all of the following:

(1) In the case of a partnership, by all of the

partners or by the number or percentage of the partners required to approve a merger in the partnership agreement.

(2) In the case of a limited liability company, in

accordance with the terms of the limited liability company operating agreement, if any, and in accordance with the laws under which it was formed.

(d) After a plan of merger is approved and before the merger takes
effect, the plan may be amended or abandoned as provided in the plan of merger.

(e) If a partnership or partnerships are merging under this Section, the
partnership or partnerships and the limited liability company or companies that
are
parties to the merger must sign the articles of merger.  The articles of merger
shall
be delivered to the Secretary of State of this State for filing.  The articles
must set
forth all of the following:

(1) The name of each partnership and the name and

jurisdiction of organization of each limited liability company that is a party to the merger.

(2) That a plan of merger has been approved and

signed by each partnership and each limited liability company that is a party to the merger.

(3) The name and address of the surviving

partnership or other surviving entity.

(4) The effective date of the merger.

(5) If a party to the merger is a foreign limited

liability company, the jurisdiction and date of the filing of its articles of organization and the date when its application for authority was filed with the Secretary of State of this State or, if an application has not been filed, a statement to that effect.

(6) If the surviving entity is not a partnership or

limited liability company organized under the laws of this State, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any partnership previously subject to suit in this State that is to merge, and for the enforcement, as provided in this Act, of the right of partners of any partnership to receive payment for their interest against the surviving entity.

(f) The merger is effective upon the filing of the articles of merger with
the
Secretary of State of this State, or on a later date as specified in the
articles of
merger not later than 30 days subsequent to the filing of the plan of merger
under
subsection (e) of this Section.

(g) When any merger becomes effective under this Section:

(1) the separate existence of each partnership and

each limited liability company that is a party to the merger, other than the surviving entity, terminates;

(2) all property owned by each partnership and each

limited liability company that is a party to the merger vests in the surviving entity;

(3) all debts, liabilities, and other obligations of

each partnership and each limited liability company that is a party to the merger become the obligations of the surviving entity;

(4) an action or proceeding by or against a

partnership or limited liability company that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and

(5) except as prohibited by other law, all the

rights, privileges, immunities, powers, and purposes of each partnership and limited liability company that is a party to the merger vest in the surviving entity.

(h) The Secretary of State of this State is an agent for service of process
in an action or proceeding against the surviving foreign entity to enforce an
obligation of any party to a merger if the surviving foreign entity fails to
appoint or
maintain an agent designated for service of process in this State or the agent
for
service of process cannot with reasonable diligence be found at the designated
office.  Service is effected under this subsection (h) at the earliest of:

(1) the date the surviving entity receives the

process notice or demand;

(2) the date shown on the return receipt, if signed

on behalf of the surviving entity; or

(3) 5 days after its deposit in the mail, if mailed

postpaid and correctly addressed.

(i) Service under subsection (h) of this Section shall be made
by the person instituting the action by doing all of the following:

(1) Serving on the Secretary of State of this State,

or on any employee having responsibility for administering this Act in his or her office, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Section 8.4 of this Act.

(2) Transmitting notice of the service on the

Secretary of State of this State and a copy of the process, notice, or demand and accompanying papers to the surviving entity being served, by registered or certified mail at the address set forth in the articles of merger.

(3) Attaching an affidavit of compliance with this

Section, in substantially the form that the Secretary of State of this State may by rule prescribe, to the process, notice, or demand.

(j) Nothing contained in this Section shall limit or affect the right to
serve any process, notice, or demand required or permitted by law to be served
upon a partnership in any other manner now or hereafter permitted by law.

(k) The Secretary of State of this State shall keep, for a period of 5 years
from the date of service, a record of all processes, notices, and demands
served
upon him or her under this Section and shall record the time of the
service
and the person's action with reference to the service.

(l) Except as provided by agreement with a person to whom a general
partner of a partnership is obligated, a merger of a partnership that has
become
effective shall not affect any obligation or liability existing at the time of
the merger
of a general partner of a partnership that is merging.

(Source: P.A. 90‑424, eff. 1‑1‑98.)

(805 ILCS 205/7.2)

(Section scheduled to be repealed on January 1, 2008)

Sec. 7.2.

Approval of conversion into a limited liability company.

A partnership may convert into a limited liability company organized, formed,
or
created under the laws of this State, upon approval of the conversion in
accordance with this Section.  If the partnership agreement specifies the
manner
of
approving a conversion of a partnership, the conversion shall be approved as
specified in the partnership agreement.  If the partnership agreement does not
specify the manner of approving a conversion of a partnership and does not
prohibit
a conversion of the partnership, the conversion shall be approved in the same
manner as is specified in the partnership agreement for approving a merger that
involves a partnership as a constituent party to the merger.  If the
partnership
agreement does not specify the manner of approving a merger that involves the
partnership as a constituent party or a conversion of a partnership and does
not
prohibit a conversion of the partnership, the conversion must be approved by
all of
the partners.

After a conversion is approved, the partnership shall file articles of
organization in the Office of the Secretary of State in accordance with
subsection (d)
of Section 37‑10 of the Limited Liability Company Act.

(Source: P.A. 90‑424, eff. 1‑1‑98.)

(805 ILCS 205/8) (from Ch. 106 1/2, par. 8)

(Section scheduled to be repealed on January 1, 2008)

Sec. 8.

(1) All property originally brought into the partnership
stock or subsequently acquired, by purchase or otherwise, on account of
the partnership is partnership property.

(2) Unless the contrary intention appears, property acquired with
partnership funds is partnership property.

(3) Any estate in real property may be acquired in the partnership
name. Title so acquired can be conveyed only in the partnership name.

(4) A conveyance to a partnership in the partnership name, though
without words of inheritance, passes the entire estate of the grantor
unless a contrary intent appears.

(Source: Laws 1917, p. 625.)

(805 ILCS 205/8.1)

(Section scheduled to be repealed on January 1, 2008)

Sec. 8.1.

Registered limited liability partnerships.

(a) To become and to continue as a registered limited liability partnership,
a partnership shall file with the Secretary of State an application or a
renewal application, as the case may be, stating the name of the partnership;
the federal employer identification number of the partnership; the address
of its principal office; the address of a registered office and the name
and
address of a registered agent for service of process in this State, which the
partnership is required to maintain; the number of partners;
a brief
statement of the business in which the partnership engages; and that the
partnership thereby applies for status or renewal of its status, as the case
may be, as a registered limited liability partnership; and if the partnership
is organized as a registered limited liability partnership under the laws of
another state or other foreign jurisdiction, a
document or documents sufficient under those laws to constitute official
certification of current status in good standing as a registered limited
liability partnership under the laws of that state or jurisdiction.

(b) The application or renewal application shall be executed by a majority
in interest of the partners or by one or more partners authorized to execute an
application or renewal application.

(c) The application or renewal application for a registered limited
liability partnership organized under the laws of this State shall be
accompanied by a fee of
$100 for each partner, but in no event shall the fee
be less than $200 or
exceed $5,000.  The application for a registered limited liability
partnership organized under the laws of another state or other foreign
jurisdiction shall be $500.  The renewal application for a registered limited
liability partnership organized under the laws of another state or other
foreign jurisdiction shall be $300.  All such fees shall be
deposited into the Division of Corporations Registered Limited Liability
Partnership Fund.

(d) There is hereby created in the State treasury a special fund to be known
as the Division of Corporations Registered Limited Liability Partnership Fund.
Moneys deposited into the Fund shall, subject to appropriation, be used by the
Business Services Division of the Office of the Secretary of State to
administer the responsibilities of the Secretary of State under this Act.  The
balance of the Fund at the end of any fiscal year shall not exceed $200,000,
and any amount in excess thereof shall be transferred to the General Revenue
Fund.

(e) The Secretary of State shall register as a registered limited liability
partnership, and shall renew the registration of any registered limited
liability partnership, any partnership that submits a completed application or
renewal application with the required fee.

(f) Registration is effective at the time the registration application is
filed with the Secretary of State or at any later time, not more than 60 days
after the filing of the registration application, specified in the
application, for one year after the date an application is
filed, unless voluntarily withdrawn by filing with the Secretary of State a
written withdrawal notice executed by a majority in interest of the partners or
by one or more partners authorized to execute a withdrawal notice together
with a filing fee of $100.
Registration, whether pursuant to an original application or a renewal
application, as a registered limited liability partnership is renewed if,
during the 60 day period preceding the date the initial registration or renewed
registration otherwise would have expired, the partnership files with the
Secretary of State a renewal application.  A renewed registration expires one
year after the date an original registration would have expired if the last
renewal of the registration had not occurred.

(g) The status of a partnership as a registered limited liability
partnership shall not be affected by changes after the filing of an application
or a renewal application in the information stated in the application or
renewal application.

(h) The Secretary of State shall provide forms for
registration application,
renewal of registration, and voluntary withdrawal notice.

(Source: P.A. 92‑33, eff. 7‑1‑01.)

(805 ILCS 205/8.2)

(Section scheduled to be repealed on January 1, 2008)

Sec. 8.2.

Name of registered limited liability partnership;
misrepresentation.

(a) The name of a
registered limited liability partnership shall contain the words "Registered
Limited Liability Partnership" or the abbreviation "L.L.P." or the designation
"LLP" as the last words or letters of its name.

(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.

(Source: P.A. 91‑906, eff. 1‑1‑01.)

(805 ILCS 205/8.3)

(Section scheduled to be repealed on January 1, 2008)

Sec. 8.3.

Applicability of Act to foreign and interstate commerce.

(a) A partnership, including a registered limited liability partnership,
formed and existing under this Act, may conduct its business, carry on its
operations, and have and exercise the powers granted by this Act in any state,
territory, district, or possession of the United States or in any foreign
country.

(b) It is the intent of the legislature that the legal existence of
registered limited liability partnerships formed and existing under this Act be
recognized outside the boundaries of this State and that a registered limited
liability partnership transacting business outside this State and the laws of
this State governing registered limited liability partnerships be granted
the protection of full faith and credit under the Constitution of the United
States.

(c) It is the policy of this State that the internal affairs of
partnerships, including registered limited liability partnerships, formed and
existing under this Act, including the liability of partners for debt,
obligations, and liabilities chargeable to partnerships, shall be subject to
and governed by the laws of this State.

(d) The changes made to this Section by Public Act 88‑683 apply
retroactively on and after August 11, 1994.

(Source: P.A. 88‑573, eff. 8‑11‑94; 88‑683, eff. 1‑24‑95; 88‑691, eff.
1‑24‑95; 89‑235, eff. 8‑4‑95.)

(805 ILCS 205/8.4)

(Section scheduled to be repealed on January 1, 2008)

Sec. 8.4.

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;

(3) fees for the sale of lists of filings, copies of

any documents, and the sale or release of any information.

(b) The Secretary of State shall charge and collect:

(1) for furnishing a copy or certified copy of any

document, instrument, or paper relating to a registered limited liability partnership, $1 per page, but not less than $25, and $25 for the certificate and for affixing the seal to the certificate; and

(2) for the transfer of information by computer

process media to any purchaser, fees established by rule.

(Source: P.A. 88‑691, eff. 1‑24‑95.)

(805 ILCS 205/8.5)

(Section scheduled to be repealed on January 1, 2008)

Sec. 8.5.

Illinois Administrative Procedure Act.

The Illinois Administrative Procedure Act is expressly adopted and
incorporated in Sections 8.1 through 8.4 of this Act as if all of the
provisions
of the Illinois Administrative Procedure Act were included in Sections 8.1
through 8.4 of
this Act, except that the provisions of subsection (c) of Section 16 of the
Illinois Administrative Procedure Act, which provides that at a hearing the
licensee had the right to show compliance with all lawful requirements for
retention, continuation, or renewal of the license, is specifically excluded,
and for the purposes of this Act, the notice required under Section 10 of the
Illinois Administrative Procedure Act is deemed sufficient when mailed to the
last known address of a party.

(Source: P.A. 88‑691, eff. 1‑24‑95.)

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