2005 Illinois Code - 805 ILCS 210/ Revised Uniform Limited Partnership Act. Article 9 - Foreign Limited Partnerships
(805 ILCS 210/Art. 9 heading)
(Article scheduled to be repealed on January 1, 2008)
ARTICLE 9
Foreign Limited Partnerships
(Source: P.A. 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/901) (from Ch. 106 1/2, par. 159‑1)
(Section scheduled to be repealed on January 1, 2008)
Sec. 901.
Law Governing.
Subject to the Constitution of this State,
(1) the laws of the state or other jurisdiction under which a foreign
limited partnership is formed govern its formation and internal affairs and
the liability of its limited partners, and (2) a foreign limited
partnership may not be denied admission by reason of any difference between
those laws and the laws of this State.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/902) (from Ch. 106 1/2, par. 159‑2)
(Section scheduled to be repealed on January 1, 2008)
Sec. 902.
Admission to Transact Business.
(a) Except as provided in Article V of the Illinois Insurance Code,
before transacting
business in this State, a foreign limited partnership shall be admitted to
do so by the Secretary of State. In order to be admitted, a foreign
limited partnership shall submit to the office of the Secretary of State an
application for admission to transact business as a foreign limited
partnership setting forth:
(1) the name of the foreign limited partnership;
(2) the jurisdiction and date of its formation and a
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statement that it is validly existing as a limited partnership under the laws of that jurisdiction as of the date of filing;
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(3) the name and business address of each general
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(4) the name and address of the registered agent and
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the registered office the foreign limited partnership has appointed or does appoint; the 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;
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(5) a statement that the Secretary of State is
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appointed the agent of the foreign limited partnership for service of process under the circumstances set forth in Section 909(b) of this Act;
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(6) the address of the office at which is kept a
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list of the names and business addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is cancelled or withdrawn;
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(7) the latest date upon which the limited
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partnership is to be dissolved in the jurisdiction in which it was formed; and
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(8) any other information the Secretary of State
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shall by rule deem necessary to administer this Act.
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(b) No foreign limited partnership shall transact in this State any
business which a limited partnership formed under the laws of this State is
not permitted to transact. A foreign limited partnership which shall be
admitted to transact business in this State shall, until a certificate of
cancellation shall have been issued as provided in this Act, enjoy the
same, but no greater, rights and privileges as a domestic limited partnership.
(c) The acceptance and filing by the Office of the Secretary of State of
a foreign partnership's application shall admit such foreign limited
partnership to transact business in the State.
(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.)
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(805 ILCS 210/903) (from Ch. 106 1/2, par. 159‑3)
(Section scheduled to be repealed on January 1, 2008)
Sec. 903.
Filing in the Office of the Secretary of State.
(a) Whenever
any provision of this Act requires a foreign limited partnership to
file any document with the Office of the Secretary of State, such requirement
means that:
(1) the original document, signed and affirmed by a general partner, and
one copy (which may be a signed, carbon or photocopy), shall be delivered to
the Office of the Secretary of State;
(2) all fees prescribed by this Act shall be tendered to the Secretary of State; and
(3) unless the Secretary of State finds that the document does not
conform to law, he or she shall, when all fees have been paid:
(i) endorse on the original and on the copy the word "Filed" and the
month, day and year of the filing thereof;
(ii) file in his or her office the original of the document; and
(iii) return the copy to the person who filed it or his or her
representative who shall file it for record in the Office of the Recorder
of the county in which the registered office of the partnership in this
State is situated. Upon filing any document in the Office of the
Recorder, as provided in this subparagraph, the partnership or its
representative shall pay to the office of the Recorder the appropriate
filing or recording fee imposed by law.
(b) If another Section of this Act specifically prescribes a manner of
filing or signing a specified document which differs from the corresponding
provisions of this Section, then the provisions of such
other Section shall govern.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/904) (from Ch. 106 1/2, par. 159‑4)
(Section scheduled to be repealed on January 1, 2008)
Sec. 904.
Name.
A foreign limited partnership may be admitted to
transact business in this State under any name (whether or not it is the
name under which it is formed in the jurisdiction of its formation) that
includes the words "limited partnership" or the abbreviation "L.P." and
that could be registered by a domestic limited partnership.
(Source: P.A. 86‑836; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/905) (from Ch. 106 1/2, par. 159‑5)
(Section scheduled to be repealed on January 1, 2008)
Sec. 905.
Amendments.
(a) An application for admission to transact
business is amended by filing a certificate of amendment thereto in the
office of the Secretary of State. The certificate of amendment shall set forth:
(1) the name of the foreign limited partnership and,
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if different, the assumed name under which it has elected to transact business in this State;
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(2) the date of filing the application for admission
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to transact business; and
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(3) the amendment to the application for admission to
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(b) Within 30 days after the happening of any of the following events, an
amendment to the application for admission reflecting the occurrence of the
event shall be filed:
(1) the admission of a new general partner;
(2) the withdrawal of a general partner;
(3) a change in the name of its registered agent or
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the address of its registered office;
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(4) a change in the address of the office at which
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the records required by Section 902 are kept.
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(c) A general partner who becomes aware that any statement in the
application for admission to transact business of a foreign limited
partnership was false when made or that any arrangements or other facts
described have changed, making the application for admission inaccurate in
any respect, shall promptly amend the application for admission.
(d) An application for admission may be amended at any time for any
other purpose the general partners determine.
(e) No person has any liability because an amendment to an application
for admission has not been filed to reflect the occurrence of any event
referred to in subsection (b) of this Section if the amendment is filed
within the 30 day period specified in subsection (b).
(f) A restated application for admission may be executed and filed in
the same manner as an application for amendment.
(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 210/906) (from Ch. 106 1/2, par. 159‑6)
(Section scheduled to be repealed on 1‑1‑2008)
Sec. 906.
Cancellation of Admission.
An application for admission
shall be cancelled upon the dissolution and the commencement of winding up
of a foreign limited partnership, or at any other time when there are no
limited partners. A foreign limited partnership
shall cancel its admission by filing with the office of the Secretary of
State a certificate of cancellation
stating:
(a) the name of the foreign limited partnership and, if different, the
assumed name under which it had elected to transact business in this State;
(b) the date of filing its certificate of admission to transact business;
(c) that it is not transacting business in this State;
(d) that it surrenders its authority to transact business in this State;
(e) that it revokes the authority of its agent for service of process in
this State to accept service of process and consents that service of
process in any suit, action or proceeding arising out of the transaction of
business in this State may be made on such foreign limited partnership by
service thereof on the Secretary of State; and
(f) A post office address to which the Secretary of State may mail a copy
of any process against the foreign limited partnership that may be served on him or her.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/907) (from Ch. 106 1/2, par. 159‑7)
(Section scheduled to be repealed on January 1, 2008)
Sec. 907.
Transaction of Business Without Admission.
(a) a
foreign limited partnership transacting business in this State may not
maintain a civil action in any court of this State until such limited
partnership is admitted to transact business in this State.
(b) The failure of a foreign limited partnership to be admitted to
transact business in this State does not impair the validity of any
contract or act of the foreign limited partnership or prevent the foreign
limited partnership from defending any civil action
in any court of this State.
(c) A limited partner of a foreign limited partnership is not liable as
a general partner of the foreign limited partnership solely by reason of
having transacted business in this State without admission.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/908) (from Ch. 106 1/2, par. 159‑8)
(Section scheduled to be repealed on 1‑1‑2008)
Sec. 908.
Action by Attorney General.
At the request of the
Secretary of State, the Attorney General may bring an action to restrain a
foreign limited partnership from transacting business in this State in
violation of this Act.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/909) (from Ch. 106 1/2, par. 159‑9)
(Section scheduled to be repealed on January 1, 2008)
Sec. 909.
Service of Process on Foreign Limited Partnership.
(a) Any
process, notice or demand required or permitted by law to be served upon a
foreign limited partnership admitted in this State may be served either
upon the registered agent appointed by the foreign 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 foreign limited partnership admitted in this State upon whom any process,
notice or demand may be served:
(1) whenever the foreign limited partnership shall fail to appoint or
maintain a registered agent in this State;
(2) whenever the foreign limited partnership's registered agent
cannot with reasonable diligence be found at the registered office in this
State; or
(3) whenever a foreign limited partnership's application for admission
to transact business has been cancelled, the conditions of paragraphs (1)
and (2) exist, and an action, suit or proceeding is instituted against or
affecting the foreign limited partnership within the 5 years after the
filing of the certificate of cancellation.
(c) Service under subsection (b) shall be made by:
(1) Service on the Secretary of State, or on any employee having charge of
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;
(2) Transmittal, by the person instituting the 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:
(i) At the last registered office of the foreign limited partnership
shown by the records on file in the Office of the Secretary of State; and
(ii) At such address the use of which the person 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
(3) Appendage, by the person instituting the action, 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.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/910) (from Ch. 106 1/2, par. 159‑10)
(Section scheduled to be repealed on January 1, 2008)
Sec. 910.
Service of Process on Foreign Limited Partnership Not
Admitted in Illinois. If any foreign limited partnership transacts
business in this State without having been admitted to do so, it shall be
deemed that such foreign limited partnership has designated and appointed
the Secretary of State as an agent for process upon whom any notice,
process or demand may be served. Service on the Secretary of State shall
be made in the manner set forth in Section 909(c) of this Act.
(Source: P.A. 84‑1412; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
(805 ILCS 210/911) (from Ch. 106 1/2, par. 159‑11)
(Section scheduled to be repealed on January 1, 2008)
Sec. 911.
Liability for False Statement in Application.
If any
application for admission of a foreign limited partnership contains a false
statement, one who suffers loss by reliance on the statement may recover
damages for the loss from:
(1) any person who executes the application, or causes another to
execute it on his or her behalf, and knew, and any general partner who knew
or should have known, the statement to be false at the time the application
was executed; and
(2) any general partner who thereafter knows or should have known that
any arrangement or other fact described in the application has changed,
making the statement inaccurate in any respect within a sufficient time
before the statement was relied upon reasonably to have enabled that
general partner to cancel or amend the application.
(Source: P.A. 85‑403; 93‑967, eff. 1‑1‑05. Repealed on 1‑1‑2008 by 805 ILCS 215/1401.)
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