(805 ILCS 206/1001)
Statement of qualification.
(a) A partnership may become a limited liability partnership pursuant to
(b) The terms and conditions on which a partnership becomes a limited
must be approved by the vote necessary to amend the partnership agreement
except, in the case
of a partnership agreement that expressly considers obligations to contribute
to the partnership,
the vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of this Section, a
partnership may become a
limited liability partnership by filing a statement of qualification with the
Secretary of State. The
statement must contain:
(1) the name of the partnership;
(2) the street address of the partnership's chief
executive office and, if different, the street address of an office in this State, if any;
(3) the name and street address of the partnership's
agent for service of process;
(4) the number of partners;
(5) a brief statement of the business in which the
(6) a statement that the partnership applies for
qualification as a limited liability partnership; and
(7) a deferred effective date, if any, of an
application for status as a limited liability partnership.
(d) The agent of a 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
(e) The status of a partnership as a limited liability partnership is
effective on the later of the
filing of the statement or a date specified in the statement and the receipt by
the Secretary of
State of the required fee. The status remains effective for one year after the
a statement of qualification is filed, 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 limited liability partnership shall terminate on the
date such statement is
filed or, if later, a date specified on the statement.
(f) The status of a partnership as a limited liability partnership and the
liability of its partners
is not affected by errors or later changes in the information required to be
contained in the
statement of qualification under subsection (c) of this Section.
(g) The filing of a statement of qualification establishes that a
partnership has satisfied all
conditions precedent to the qualification of the partnership as a limited
(h) An amendment or cancellation of a statement of qualification is
effective when it is filed
or on a deferred effective date specified in the amendment or cancellation.
(i) The Secretary of State shall register as a limited liability partnership
any partnership that
submits a completed application with the required fee.
(j) The Secretary of State shall provide statements for registration
application, renewal of
registration and voluntary cancellation.
(Source: P.A. 92-740, eff. 1-1-03.)