2005 Illinois Code - 805 ILCS 210/ Revised Uniform Limited Partnership Act. Article 3 - Limited Partners
(805 ILCS 210/Art. 3 heading)
(Article scheduled to be repealed on January 1, 2008)
ARTICLE 3
Limited Partners
(Source: P.A. 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/301) (from Ch. 106 1/2, par. 153‑1)
(Section scheduled to be repealed on January 1, 2008)
Sec. 301.
Admission of Additional Limited Partners.
After the filing
of a limited partnership's original certificate of limited partnership, a
person who acquires a partnership interest directly from the limited
partnership or is an assignee of a partnership interest may be admitted as
an additional limited partner as provided in the partnership agreement or,
if the partnership agreement does not provide for the admission of such a
person as a limited partner, with the written consent of all partners.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/302) (from Ch. 106 1/2, par. 153‑2)
(Section scheduled to be repealed on January 1, 2008)
Sec. 302.
Voting.
Subject to Section 303, the partnership agreement
may grant to all or a specified group of the limited partners the right to
vote (on a per capita or other basis) upon any matter.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/303) (from Ch. 106 1/2, par. 153‑3)
(Section scheduled to be repealed on January 1, 2008)
Sec. 303.
Liability to Third Parties.
(a) Except as provided in
subsection (d), a limited partner is not liable for the obligations of a
limited partnership unless he or she is also a general partner or, in
addition to the exercise of his or her rights and powers as a limited
partner, he or she participates in the control of the business. However,
if the limited partner participates in the control of the business, he or
she is liable only to persons who transact business with the limited
partnership reasonably believing, based upon the limited partner's conduct,
that the limited partner is a general partner.
(b) A limited partner does not participate in the control of the
business within the meaning of subsection (a) solely by doing one or more
of the following:
(1) being a contractor for or an agent or employee
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of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner which is a corporation;
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(2) consulting with and advising a general partner
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with respect to the business of the limited partnership;
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(3) acting as surety for the limited partnership or
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guaranteeing or assuming one or more specific obligations of the limited partnership;
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(4) taking any action required or permitted by law
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to bring or pursue a derivative action in the right of the limited partnership;
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(5) requesting or attending a meeting of partners; or
(6) proposing, or approving or disapproving, by
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voting or otherwise, one or more of the following matters:
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(i) the dissolution and winding up of the
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(ii) the sale, exchange, lease, mortgage,
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pledge, or other transfer of all or substantially all of the assets of the limited partnership;
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(iii) the incurrence of indebtedness by the
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limited partnership other than in the ordinary course of its business;
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(iv) a change in the nature of the business;
(v) the admission or removal of a general
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(vi) the admission or removal of a limited
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(vii) a transaction involving an actual or
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potential conflict of interest between a general partner and the limited partnership or the limited partners;
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(viii) an amendment to the partnership agreement
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or certificate of limited partnership; or
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(ix) such other matters as are stated in the
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(7) winding up the limited partnership pursuant to
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(8) exercising any right or power permitted to
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limited partners under this Act and not specifically enumerated in this subsection (b).
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(c) The enumeration in subsection (b) does not mean that the possession
or exercise of any other powers by a limited partner constitutes
participation by him or her in the control of the business of the limited partnership.
(d) A limited partner who knowingly permits his or her name to be used
in the name of the limited partnership, except under circumstances
permitted by paragraph (2) of subsection (a) of Section 102, is liable to
creditors who extend credit to the limited partnership without actual
knowledge that the limited partner is not a general partner.
(Source: P.A. 86‑836; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
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(805 ILCS 210/304) (from Ch. 106 1/2, par. 153‑4)
(Section scheduled to be repealed on January 1, 2008)
Sec. 304.
Person Erroneously Believing Himself or Herself Limited
Partner.
(a) Except as provided in subsection (b), a person who makes a
contribution to a business enterprise and erroneously but in good faith
believes that he or she has become a limited partner in the enterprise is
not a general partner in the enterprise and is not bound by its obligations
by reason of making the contribution, receiving distributions from the
enterprise, or exercising any rights of a limited partner, if, within a
reasonable time after ascertaining the mistake, he or she:
(1) causes an appropriate certificate of limited partnership or a
certificate of amendment to be executed and filed; or
(2) withdraws from future equity participation in the enterprise, such
withdrawal to be evidenced by his or her executing and filing in the
office of the Secretary of State a certificate declaring withdrawal under this Section.
(b) A person who make a contribution under the circumstances described
in subsection (a) is liable as a general partner to any other person who
transacts business with the enterprise prior to the occurrences of either
of the events referred to in subsection (a):
(1) if such person knew or should have known either that no certificate
has been filed or that the certificate inaccurately refers to him as a
general partner; and
(2) if the other person actually believed in good faith that the person
was a general partner at the time of the transaction and acted in reliance on such belief.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/305) (from Ch. 106 1/2, par. 153‑5)
(Section scheduled to be repealed on January 1, 2008)
Sec. 305.
Information.
Each limited partner has the
right, upon reasonable demand and for any purpose reasonably related to the
limited partner's interest as a limited partner to:
(1) inspect, copy, or obtain any of the partnership records required to
be maintained by Section 104; and
(2) obtain from the general partners from time to time true and full
information regarding the state of the business and financial condition of
the limited partnership; and
(3) obtain other information regarding the affairs of the limited
partnership as is just and reasonable.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/306) (from Ch. 106 1/2, par. 153‑6)
(Section scheduled to be repealed on January 1, 2008)
Sec. 306.
Date of Admission.
A person shall be deemed to have become
a limited partner in a limited partnership on the later to occur of (i) the
date the certificate of limited partnership is filed and (ii) the date stated
in the records required to be kept pursuant to Section 104 as the date
that such person became a limited partner.
(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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