2005 Illinois Code - 805 ILCS 210/ Revised Uniform Limited Partnership Act. Article 1 - General Provisions
(805 ILCS 210/Art. 1 heading)
(Article scheduled to be repealed on January 1, 2008)
ARTICLE 1
General Provisions
(Source: 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/100) (from Ch. 106 1/2, par. 151‑1)
(Section scheduled to be repealed on January 1, 2008)
Sec. 100.
Short Title.
Articles 1 through 13 of this Act shall be
known and may be cited as
the "Revised Uniform Limited Partnership Act".
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/101) (from Ch. 106 1/2, par. 151‑2)
(Section scheduled to be repealed on January 1, 2008)
Sec. 101.
Definitions.
As used in this Act, unless the context otherwise requires:
(1) "Certificate of limited partnership" means the certificate referred
to in Section 201, and the certificate as amended or restated.
(2) "Contribution" means any cash, property, services rendered, or a
promissory note or other binding obligation to contribute cash or property
or to perform services, which a partner contributes to a limited
partnership in that person's capacity as a partner.
(3) "Event of withdrawal of a general partner" means an event that
causes a person to cease to be a general partner as provided in Section 402.
(4) "Foreign limited partnership" means a partnership formed under the
laws of any State, province, country, or other jurisdiction other than this
State and having as partners one or more general partners and one or more
limited partners.
(5) "General partner" means a person who has been admitted to a domestic
limited partnership or foreign limited partnership as a general partner in
accordance with the partnership agreement and so named in the certificate
of limited partnership or similar instrument of the state, province,
country, or other jurisdiction under which the limited partnership is
organized if so required.
(6) "Limited partner" means a person who has been admitted to a limited
partnership as a limited partner in accordance with the partnership agreement.
(7) "Limited partnership" and "domestic limited partnership" means a
partnership formed by 2 or more persons under the laws of this State and
having one or more general partners and one or more
limited partners.
(8) "Partner" means a limited or general partner.
(9) "Partnership agreement" means any valid agreement, written or oral,
of the partners as to the affairs of a limited partnership and the conduct
of its business.
(10) "Partnership interest" means a partner's share of the profits and
losses of a limited partnership and the right to receive distributions of
partnership assets.
(11) "Person" means a natural person, partnership, domestic limited
partnership, foreign limited partnership, trust, estate, association, or corporation.
(12) "State" means a state, territory, or possession of the United
States, the District of Columbia, or the Commonwealth of Puerto Rico.
(13) "Registered office" means that office maintained by the limited
partnership in this State, the address, including street, number, city and
county, of which is on file in the office of
the Secretary of State, at which any process, notice or demand required or
permitted by law may be served upon the registered agent of the limited partnership.
(14) "Registered agent" means a person who is an agent for service of
process on the limited partnership, who is appointed by the limited
partnership and whose address is the registered office of the partnership.
(15) "Anniversary" means that day every year exactly one or more years
after: (i) the date the certificate of limited partnership filed under
Section 201 of this Act or the certificate to be governed by
this Act filed under Section 1205 of this Act was filed by the Office of
the Secretary of State, in the case of a domestic limited partnership; or
(ii) the date the application for admission to transact business filed
under Section 902 of this Act was filed by the Office of the Secretary of
State, in the case of a foreign limited partnership.
(16) "Anniversary month" means the month in which the anniversary of the
limited partnership or foreign limited partnership occurs.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/102) (from Ch. 106 1/2, par. 151‑3)
(Section scheduled to be repealed on January 1, 2008)
Sec. 102.
Name.
(a) The name of each limited partnership as set forth
in its certificate of limited partnership:
(1) shall contain the words "limited partnership" or
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(2) may not contain the name of a limited partner
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unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under the name before the admission of that limited partner as a limited partner;
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(3) may not contain a word or phrase, or an
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abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless such restriction has been complied with;
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(4) shall consist of letters of the English
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alphabet, Arabic or Roman numerals, or symbols capable of being readily reproduced by the Office of the Secretary of State;
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(5) shall not contain any of the following terms:
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"Corporation", "Corp.", "Incorporated", "Inc.", "Company" or "Co."; and
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(6) may not contain an assumed or fictitious name
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for the conduct of its business to intentionally misrepresent the origin or location of the partnership.
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(b) Nothing in this Section or Section 108 shall:
(1) require any limited partnership existing under
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the "Uniform Limited Partnership Act", filed June 28, 1917, as amended, to modify or otherwise change its name; or
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(2) abrogate or limit the common law or statutory
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law of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service marks, service names, or any other right to the exclusive use of names or symbols.
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(c) Except for subsection (i) of Section 108, a
limited partnership under this Act
shall not be subject to the provisions of the Assumed Business Name Act.
(Source: P.A. 91‑906, eff. 1‑1‑01; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
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(805 ILCS 210/103) (from Ch. 106 1/2, par. 151‑4)
(Section scheduled to be repealed on January 1, 2008)
Sec. 103.
Registered Office and Registered Agent.
(a) Each limited
partnership and foreign limited partnership shall continuously maintain
in this State a registered agent and registered office, which agent must be
an individual resident of this State, a domestic corporation, or a foreign
corporation having a place of business in, and authorized to do business
in, this State; if the agent is a corporation, the corporation must be
authorized by its articles of incorporation to act as such agent.
(b) A limited partnership or foreign limited partnership may change
its registered agent or the address of its registered office pursuant to
Section 202(b)(4) or 905(b)(3).
(c) The agent 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 limited partnership at its principal office as such is known to
said resigning agent, such notice to be mailed at least 10 days prior to
the date of filing thereof with the Secretary of State. The notice shall
(1) set forth: (i) the name of the partnership for which the registered
agent is acting; (ii) the name of the registered agent; (iii) the address,
including street, number, city and county of the partnership's then
registered office in this State; (iv) that the registered agent resigns;
(v) the effective date thereof which shall not be less than 30 days after
the date of filing; (vi) the address of the principal office of the
partnership as such is known to the registered agent; (vii) a statement
that a copy of this notice has been sent to the principal office within the
time and in the manner prescribed by this Section; and (2) be executed by
the registered agent, if an individual, or if a
corporation, by a principal officer.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/104) (from Ch. 106 1/2, par. 151‑5)
(Section scheduled to be repealed on January 1, 2008)
Sec. 104.
Records to be kept.
(a) Each limited partnership shall keep at
the office named in the certificate of limited partnership (which may be
within or outside this State but if it is outside of this State it shall be
the principal place of business of the limited partnership) the
following: (1) a current list of the
full name and last known address of each partner, separately identifying
the general partners and the limited partners in
alphabetical order, and setting forth
the amount of cash and a description and statement of the agreed
value of the other property or services contributed by each partner and
which each partner has agreed to contribute
in the future, and the date on which each became a partner, (2) a copy of
the certificate of limited partnership, as amended or restated, together
with executed copies of any powers of attorney pursuant to which any
certificate has been executed, (3) copies of the limited partnership's
federal, state and local income tax returns and reports, if any, for the 3
most recent years, (4) copies of any then effective written partnership
agreements and any amendments thereto and of any financial statements of
the limited partnership for the 3 most recent years; and (5) unless
contained in a written partnership agreement, a writing setting out:
(i) the times at which or events on the happening of which any
additional contributions agreed to be made by each partner are to be made;
(ii) any right of a partner to receive, or of a general partner to
make, distributions to a partner which include a return of all or any part
of the partner's contribution;
(iii) any power of a limited partner to grant the right to become a
limited partner to an assignee of any part of his or her partnership
interest, and the terms and conditions of the power; and
(iv) any events upon the happening of which the limited partnership is to
be dissolved and its affairs wound up.
(b) Records kept under this Section are subject to inspection and
copying at the reasonable request and at the expense of any partner during
ordinary business hours.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/105) (from Ch. 106 1/2, par. 151‑6)
(Section scheduled to be repealed on January 1, 2008)
Sec. 105.
Nature of Business.
A limited partnership may carry on any
business that a partnership without limited partners may carry on except
banking, the operation of railroads, and insurance unless carried on as a
business of a limited syndicate authorized and regulated by the Director
of Insurance under Article V 1/2 of the
Illinois Insurance Code or for the purpose of carrying on business as a
member of a group including incorporated and individual unincorporated
underwriters when the Director of Insurance finds that the group meets the
requirements of subsection (3) of Section 86 of the Illinois Insurance Code and
the limited partnership, if insolvent, is subject to liquidation by the
Director of Insurance under Article XIII of the Illinois Insurance Code.
(Source: P.A. 91‑593, eff. 8‑14‑99; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/105.5)
(Section scheduled to be repealed on January 1, 2008)
Sec. 105.5.
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 that the business is located or operating in the area covered by the
telephone directory.
This subsection (a) 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 (a) is on behalf of that telephone
service provider or that publisher or distributor.
(b) This Section does not apply to any foreign limited partnership that has
gross annual revenues in excess of $100,000,000.
(c) A foreign limited 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 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; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/106) (from Ch. 106 1/2, par. 151‑7)
(Section scheduled to be repealed on January 1, 2008)
Sec. 106.
Business Transactions of Partner with Partnership.
Except
as provided in the partnership agreement, a partner may lend money to and
transact other business with the limited partnership and, subject to other
applicable law, has the same rights and obligations with respect thereto as
a person who is not a partner.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/107) (from Ch. 106 1/2, par. 151‑8)
(Section scheduled to be repealed on January 1, 2008)
Sec. 107.
Service of Process on Limited Partnership.
(a) Any process, notice or demand required or permitted by law to be
served upon a limited partnership may be served either upon the registered
agent appointed by the limited partnership or upon the Secretary of State
as provided in this Section.
(b) The Secretary of State shall be irrevocably appointed as an agent of
a limited partnership upon whom any process, notice or demand may be served:
(1) whenever the limited partnership shall fail to
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appoint or maintain a registered agent in this State; or
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(2) whenever the limited partnership's registered
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agent cannot with reasonable diligence be found at the registered office in this State.
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(c) Service under subsection (b) shall be made by:
(1) Service on the Secretary of State, or on any
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employee having responsibility for administering the Revised Uniform Limited Partnership Act in his or her office, of a copy of the process, notice or demand, together with any papers required by law to be delivered in connection with service, and a fee as prescribed by subsection (b) of Section 1102 of this Act;
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(2) Transmittal, by the person instituting the
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action, suit or proceeding, of notice of the service on the Secretary of State and a copy of the process, notice or demand and accompanying papers to the limited partnership being served, by registered or certified mail:
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(i) At the last registered office of the limited
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partnership shown by the records on file in the office of the Secretary of State; and
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(ii) At such address the use of which the person
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instituting the action, suit or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice; and
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(3) Appendage, by the person instituting the action,
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suit or proceeding, of an affidavit of compliance with this Section, in substantially such form as the Secretary of State may by rule or regulation prescribe, to the process, notice or demand.
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(d) Nothing herein contained shall limit or affect the right to serve
any process, notice or demand required or permitted by law to be served upon
a limited partnership in any other manner now or hereafter permitted by law.
(e) The Secretary of 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 therein the time of
such service and his or her action with reference thereto.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
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(805 ILCS 210/108) (from Ch. 106 1/2, par. 151‑9)
(Section scheduled to be repealed on January 1, 2008)
Sec. 108.
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 102 of this Act
except the requirement that the name contain the words "limited partnership"
or the abbreviation "L.P.".
(b) As used in this Act, "assumed name" means any name other than the
true name of a limited partnership or the name under which
a foreign limited partnership is admitted to transact business in this
State, except that
the following do not constitute the use of an assumed name under this Act:
(1) The identification by a limited partnership or
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foreign limited partnership of its business with a trademark or service mark of which it is the owner or licensed user.
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(2) The use of a name of a division, not
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constituting a separate limited partnership and not containing the words "limited partnership" or an abbreviation of those words, provided that the limited partnership also clearly discloses its true name.
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(c) Before transacting any business in this State under an assumed name
or names, the limited partnership or foreign limited partnership shall, for
each assumed name, execute and file in accordance with Section 204 or 903
of this Act, as applicable, an application setting forth:
(1) the true name of the limited partnership or the
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name under which the foreign limited partnership is admitted to transact business in this State;
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(2) the State or other jurisdiction under the laws
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(3) that it intends to transact business under an
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(4) the assumed name which it proposes to use.
(d) The right to use an assumed name shall be effective from the date
of filing by the Secretary of State until the
first day of the anniversary month of the limited partnership or foreign
limited partnership that falls within the next calendar year evenly
divisible by 5, however, if an application is filed within the 3
months immediately preceding the anniversary month of a limited partnership
or foreign limited partnership that falls within a calendar year evenly
divisible by 5, the right to use the assumed name shall be effective
until the first day of the anniversary month of the limited partnership or
foreign limited partnership that falls within the next succeeding year
evenly divisible by 5.
(e) A limited partnership or foreign limited partnership
may renew the right to use its assumed name or names, if any, within the
60 days preceding the expiration of such right, for a period of 5 years,
by making an election to do so on a form prescribed by the Secretary of
State and by paying the renewal fee as prescribed by this Act.
(f) Any limited partnership or foreign limited partnership may change or
cancel any or all of its assumed names by executing and filing, in
duplicate, an application setting forth:
(1) the true name of the limited partnership or the
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name under which the foreign limited partnership is admitted to transact business in this State;
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(2) the state or country under the laws of which it
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(3) a statement that it intends to cease transacting
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business under an assumed name by changing or cancelling it;
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(4) the assumed name to be changed or cancelled;
(5) the assumed name which the limited partnership
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or foreign limited partnership proposes to use, if it is to be changed.
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(g) Upon the filing of an application to change an assumed name, the
limited partnership or foreign limited partnership shall have the right to
use such assumed name for the period authorized by subsection (d) of this Section.
(h) The right to use an assumed name shall be cancelled by the Secretary of State:
(1) if the limited partnership or foreign limited
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partnership fails to renew an assumed name;
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(2) if the limited partnership or foreign limited
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partnership has filed an application to change or cancel an assumed name;
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(3) if a limited partnership's certificate of
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limited partnership or certificate to be governed by this Act has been cancelled;
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(4) if a foreign limited partnership's application
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for admission to transact business has been cancelled.
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(i) Any limited partnership or foreign limited
partnership carrying on, conducting or transacting business
under an assumed name which shall fail to comply with the provisions of
this Section shall be subject to the penalty provisions in Section 5 of "An
Act in relation to the use of an assumed name in the conduct or transaction
of business in this State", approved July 17, 1941, as amended.
(Source: P.A. 91‑527, eff. 1‑1‑00; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
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