TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.10 PROHIBITED TERMS IN TITLE
Section 166.10 Prohibited Terms in Title
The name of a limited liability partnership shall not
contain the terms "Corporation", "Corp.",
"Incorporated", "Inc.", "Company", or "Co."
 | TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.15 IMPROPER NAMES
Section 166.15 Improper Names
The name of a limited liability partnership shall not
contain any word or words that create a connotation that is offensive to good
taste.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.20 DEFINITIONS
Section 166.20 Definitions
In addition to the definitions contained in Section 101 of
the Uniform Partnership Act [805 ILCS 206/101], the following definitions shall
apply:
"Abstracts of Record"
shall consist of a hard copy printout of the information shown on the computer
records of the Department of Business Services of the Office of the Secretary
of State.
"Department" shall mean
the Department of Business Services of the Office of the Secretary of State.
"Director"
shall mean the Director of the Department of Business Services.
"Interrogatories" shall
mean a written request for information to ascertain whether a limited liability
partnership has complied with the provisions of the UPA.
"LLP"
shall mean a Limited Liability Partnership.
"Secretary"
shall mean the Secretary of State of Illinois.
"UPA"
shall mean the Uniform Partnership Act (1997) [805 ILCS 206].
"UPA Section" shall mean
the unit of the Department that administers the provisions of the UPA.
(Source: Amended at 33 Ill.
Reg. 9129, effective July 6, 2009)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.25 APPLICABILITY
Section 166.25 Applicability
The provisions of this Part shall be applicable to all
limited liability partnerships that are, will be or may become subject to the
provisions of the UPA.
(Source: Amended at 33 Ill.
Reg. 9129, effective July 6, 2009)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.30 FILING LOCATION
Section 166.30 Filing
Location
a) All documents required to be filed with the
Secretary of State pursuant to the UPA shall be filed with the Department.
b) Documents submitted for filing in Springfield, the Department's headquarters, shall be filed at the following address:
Department of Business Services
Uniform Partnership Act Section
Room 357, Howlett Building
Springfield, Illinois
62756
c) Documents submitted by mail for filing
should be sent to the Department's Springfield office.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.35 BUSINESS HOURS
Section 166.35 Business
Hours
The Department of Business
Services business hours are 8:00 a.m. to 4:30 p.m. in Springfield, Monday
through Friday, except holidays.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.40 FILING REQUIREMENTS
Section 166.40 Filing
Requirements
a) All entities, other than natural persons,
serving as partners in limited liability partnerships or foreign limited
liability partnerships must provide evidence of existence upon request of the
Secretary of State. The evidence shall be provided in the formats set forth in
this subsection (a). All other entities not specifically addressed shall
provide proof of existence in the manner prescribed by this subsection that
most appropriately applies to their entity format.
1) Corporations, limited liability companies,
limited partnerships and limited liability partnerships serving as partners in
limited liability partnerships or foreign limited liability partnerships shall
provide either a Certificate of Existence or a Certificate of Good Standing
duly authenticated by the proper officer from the state or country of domicile.
2) General partnerships serving as partners in
limited liability partnerships or foreign limited liability partnerships shall
provide a statement of information that includes the names and addresses of all
the partners, the state of formation, the date of formation, and the address of
the records office. The statement shall be sworn to, dated and executed by one
of the general partners.
3) Trusts serving as partners in limited
liability partnerships shall provide evidence of existence, including the name
of the trust, the date of its creation, the names of all trustees, the state of
location of the trust, and that the trust is currently in full force and
effect. The statement shall be dated and executed by a trustee.
4) Estates serving as partners in limited
liability partnerships shall provide evidence of existence by a copy of the
relevant court order, dated and executed.
b) When filing its statement of foreign
qualification pursuant to UPA Section 1103, a foreign limited partnership shall
submit an original certificate of existence or good standing issued within the
preceding 30 days by its state of jurisdiction or formation.
c) Documents transmitted for filing
electronically must include the name of the person making the submission. The
inclusion shall constitute the affirmation or acknowledgement of the person,
under penalties of perjury, that the instrument is his or her act and deed or
the act and deed of the limited liability partnership, as the case may be, and
that the facts stated in the submission are true. Compliance with this Section
shall satisfy the signature requirements of UPA Section 105.
(Source:
Amended at 35 Ill. Reg. 8226, effective May 13, 2011)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.45 ADDITIONAL REQUIREMENTS FOR FORMS
Section 166.45 Additional
Requirements for Forms
a) All documents required by this Act to be
filed in the Office of the Secretary of State shall be made on the most recent
version of forms prescribed and furnished by the Secretary of State. The
Secretary of State employs the following forms:
1) Form UPA 303 Statement of Partnership
Authority (see 805 ILCS 206/303);
2) Form
UPA 304 Statement of Denial (see 805 ILCS 206/304);
3) Form UPA 704 Statement of Dissociation (see
805 ILCS 206/704);
4) Form UPA 805 Statement of Dissolution of
Statement of Partnership Authority (see 805 ILCS 206/805);
5) Form
UPA 907 LLP/LP Statement of Merger (see 805 ILCS 206/907);
6) Form
UPA 908 LLP/LLC Statement of Merger (see 805 ILCS 206/908);
7) Form UPA 1001 Limited Liability Partnership
Statement of Qualification (see 805 ILCS 206/1001);
8) Form UPA 1001(e)/1101(f) Statement of
Withdrawal (see 805 ILCS 206/1001(e) and 1102(f));
9) Form UPA 1001(h)/1102(g) Statement of
Amendment (see 805 ILCS 206/1001(h) and 1102(g));
10) Form UPA 1003(D) Application for Renewal of
Domestic Limited Liability Partnership (see 805 ILCS 206/1003);
11) Form UPA 1003(F) Renewal Statement of
Foreign Limited Liability Partnership (see 805 ILCS 206/1003);
12) Form UPA 1004 Reinstatement of Limited
Liability Partnership Status (see 805 ILCS 206/1004);
13) Form UPA 1005 Resignation of Agent for
Service of Process upon a Limited Liability Partnership (see 805 ILCS 206/1005);
14) Form UPA 1102 Limited Liability Partnership
Statement of Foreign Qualification (see 805 ILCS 206/1102);
15) Form UPA 1103 Affidavit of Compliance for
Service on Secretary of State (see 805 ILCS 206/1103(e) and 14 Ill.
Adm. Code 166.70);
16) Form UPA 1106 Resignation of Agent for
Service of Process upon a Foreign Limited Liability Partnership (see ILCS
206/1106).
b) Fees
for the above forms can be found at 805 ILCS 206/108.
c) All documents filed with the Department
shall contain the federal employer identification number of the limited
liability partnership with respect to which the document was filed.
d) All documents and attachments submitted by
a limited liability partnership shall be typewritten on 8½ x 11" white
paper.
(Source:
Amended at 37 Ill. Reg. 12568, effective July 17, 2013)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.50 RENEWAL REPORTS
Section 166.50 Renewal
Reports
a) The Secretary of State shall renew the
registration of any limited liability partnership upon payment of the required
fee, providing the submission of the renewal statement required by Section 1003
of the UPA is postmarked no later than the expiration date.
b) A renewal statement must be filed pursuant
to Section 1003 of the UPA. Timely submitted renewals that require revisions
or changes shall be granted a 30 day extension.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.55 PAYMENT OF FEES
Section 166.55 Payment of
Fees
All payments of fees with
respect to the filing of statements of qualification (domestic) and statements
of foreign qualification shall be by money order, certified check, cashier's
check, or a check drawn on the account of an Illinois licensed attorney or
certified public accountant, made payable to the "Secretary of
State", or by a credit card, a debit card or an electronic funds
transfer. All other payments may be made by entity check, payable to the
"Secretary or State". Any check that is returned by the bank to the
Secretary of State's Office for any reason will immediately void the
transaction for which it was intended and the Secretary of State shall treat
the filing event as never occurring.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.60 SALE OF INFORMATION
Section 166.60 Sale
of Information
a) Information concerning any limited
liability partnership shall be available to the public from the Department of
Business Services upon written request, or by telephone or in person, or, if
technology is available, on line through interactive computer.
b) Information in the form of an abstract of
record concerning the limited liability partnerships on file with the
Department shall be printed from the computer file of the Department and shall
consist of the limited liability partnership name, its date of qualification,
its registered agent, the address of the office at which the records are
maintained, the foreign jurisdiction where formed (if applicable), the date of
filing with the Department, and the file number assigned by the Department.
The fee for each abstract of record shall be $25.
c) Copies of all documents pertaining to
limited liability partnerships on file with the Department are available:
1) upon written request and payment of the
required fee.
2) by telephone request with advance payment
using a credit card, a debit card or an electronic funds transfer.
3) in person and with payment of the required
fee at the Department's address set forth in Section 166.30.
d) Computer
connections by non-Department users:
1) Computer terminal connections to the
Secretary's computer may be provided to other State agencies. This service may
be made available at no charge so long as the requesting agency incurs all
costs and so long as the service does not substantially increase costs or
network traffic on the Secretary's computer.
2) Computer terminal connections may be
allowed to commercial users provided that all costs are borne by the commercial
user. The allowance of computer terminal connections shall be contingent upon
the best interests of the Office of the Secretary of State, cost-effectiveness
of providing the information through computer terminal connections as opposed
to other methods, and other factors that may impede the operations of the Office
of the Secretary of State. This service will be suspended at any time should
the connection interfere with the Secretary's internal work schedules and
processing.
3) Fees for information supplied by means of
computer connections between the Secretary of State's computers and those of
any other agency, corporation, or person may be paid on an annual basis for all
information delivered during that year, as determined by the Secretary and the
agency or person to be the economically simplest way of billing. The proper
fee shall be determined by negotiation between the agency or commercial user
and the Director based upon telephone line charges, rental or purchase fees for
terminals, and any other appropriate factors, such as the statutory fees set
forth at 805 ILCS 206/108 for certificates of information, and the requirements
of this Part.
4) No users may print any list or abstract
from the computer connection. Lists of UPA information including the names and
information for all limited liability partnerships may only be purchased
pursuant to the provisions of this Part. Computer connections are to be used
only to look up information. No changes on the Department's UPA files may be
made by any computer connection user.
e) Terms
and conditions for computer maintained UPA information:
1) The information supplied by the Department
to other agencies, commercial users, or other persons shall be in the abstract
format only, as specified in subsection (b) of this Section.
2) The fee for the entire file of current and
expired limited liability partnerships shall be determined in accordance with
the provisions of subsection (d)(3) of this Section. If the file is purchased
on computer disc or tape, the purchaser shall supply the Department with
computer disc, discs, tape or tapes, compatible with the Secretary's computer
equipment, on to which discs or tapes the information shall be transferred.
3) All purchase requests shall be submitted in
writing to the Director. Payment shall be made to the Department before
delivery of the information to the purchaser. No refunds will be made after
the request is approved by the Director. Payment shall be made by check or
money order payable to the "Secretary of State", or by credit or
debit card.
4) All commercial or other type purchasers
shall sign a written agreement setting forth the terms and conditions required
by Illinois law, and as may be deemed appropriate after negotiation between the
Department and the purchaser.
5) The commercial purchaser shall not resell
to any other purchaser the information obtained from the Department in the same
form or format in which it is obtained from the Department. Resale of
information in the same form or format shall result in cancellation of access
to information by the Department. The commercial purchaser may sell the
information to the subscribers of its computer or business information services
only as information specific to an individual limited partnership, as needed by
the subscriber.
(Source:
Amended at 33 Ill. Reg. 9129, effective July 6, 2009)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.65 REFUNDS
Section 166.65 Refunds
Refunds for overpayments
exceeding $5 shall be paid by the Department upon request.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.70 SERVICE OF PROCESS
Section 166.70 Service of
Process
a) For the purposes of the UPA, the procedures
set forth in this Section shall apply.
b) Any process, notice or demand to be served
under this Part shall be made upon the Secretary, the Director, or any employee
of the Department designated by the Director to accept such service for him or
her, in the following manner:
1) service shall comply with the provisions of
Part 2 of the Code of Civil Procedure [735 ILCS 5/Art. II, Part 2], the Federal
Rules of Civil Procedure (FRCP Rule 4), or any administrative rules of service,
as may be appropriate.
2) an affidavit of compliance must be appended
to the process, notice or demand to be served, containing the information
described in subsection (c), shall be signed by the person instituting the
action, suit or proceeding or by an attorney of record, and the signature of
the affiant, without more, shall constitute the affirmation or acknowledgement,
under penalties of perjury, that the affidavit is the act or deed of the
affiant and that the facts stated in the affidavit are true.
c) The
affidavit of compliance shall state:
1) the title of the court or administrative
agency.
2) the title of the case, showing the names of
the first named plaintiff and the first named defendant.
3) the number of the case.
4) the title of the instrument.
5) the title of the limited liability
partnership to be served.
6) the basis for service on the Secretary.
7) the address to which the instrument is to
be sent (by registered or certified mail) by the affiant.
8) the name, address and telephone number of
the attorney of record for the plaintiff or other affiant.
d) Service of any process, notice or demand
made under this Part shall be made with the Department at the address set forth
in Section 166.30.
e) The Department shall maintain original file
copies, which shall be in paper form or an acceptable archival medium, and
originals may be discarded upon verification of archival medium (microfilm or
electronic imaging) and upon approval by the State Records Commission (see 5
ILCS 160/16).
f) The fee for the service provided by the
Department under subsection (e) shall be $25.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.75 INTERROGATORIES
Section 166.75 Interrogatories
a) The
Secretary of State may propound to any limited liability partnership subject to
the provisions of the UPA, and to any partner, such interrogatories as may be
reasonably necessary and proper to enable the Secretary to ascertain whether
the limited liability partnership has complied with all the applicable
provisions of the UPA and this Part. The interrogatories shall be answered
within 30 days after mailing, or within such additional time as shall be fixed
by the Secretary, and the answers shall be full and complete, and shall be made
in writing and under oath. If the interrogatories are directed to a person,
they shall be answered by him or her; if directed to a limited liability
partnership, they shall be answered by the partners. The Secretary need not
file any document to which the interrogatories relate until the interrogatories
are answered and not then if the answers disclose that the document is not in
conformity with the UPA and this Part. The Secretary of State shall certify to
the Attorney General, for such action as the Attorney General may deem
appropriate, all interrogatories and answers that disclose a violation of the
UPA or this Part.
b) Interrogatories
propounded by the Secretary of State and the answers shall not be open to
public inspection, nor shall the Secretary disclose any facts or information
obtained, except insofar as official duty may require them to be made public or
in the event the interrogatories or the answers are required for evidence in
any criminal proceeding or in any other action by the State.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.80 RIGHT TO COUNSEL
Section 166.80 Right to Counsel
a) Hearing procedures will
be governed by 14 Ill. Adm. Code 150, Subpart A.
b) Any
party may appear and be heard through an attorney at law licensed to practice
in the State of Illinois.
1) Attorneys
admitted to practice in states other than the State of Illinois may appear and
be heard upon the attorney's verbal representation of written documentation as
to the attorney's admittance, pursuant to an order pro hac vice, entered by a
judge of the circuit court of the county in which the hearing is conducted, as
provided in Supreme Court Rule 707.
2) A
natural person may appear and be heard on his or her own behalf.
3) A
corporation, limited liability company, association or partnership may appear
and present evidence by any bonafide officer, employee or representative.
c) Only
an attorney properly licensed shall represent anyone else in any hearing in any
matter involving the exercise of legal skill or knowledge. The standards of
conduct shall be the same as before the Courts of the State of Illinois.
(Source: Amended at 33 Ill.
Reg. 9129, effective July 6, 2009)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 166
UNIFORM PARTNERSHIP ACT (1997)
SECTION 166.85 EXTENSION OF FILING DEADLINES
Section
166.85 Extension of Filing Deadlines
Filing of
Organizational Documents, Annual Reports, and Other Business Entity Materials
a) All
organizational documents, annual reports, and other business entity materials
required to be filed with the Secretary of State pursuant to Chapter 805 of the
Illinois Compiled Statutes shall be filed with the Business Services
Department, Howlett Building, Room 350, Springfield IL 62756 or 69 West
Washington, Suite 1240, Chicago IL 60602.
b) Pursuant to
the powers vested in him by Section 5(7) of the Secretary of State Act, the
Secretary of State hereby extends for the duration of the disaster proclaimed
by the Governor in Gubernatorial Proclamation number 2020-038, issued on March
9, 2020, as extended by subsequent proclamations, and for a period of 90 days
thereafter, the filing deadlines for materials required to be filed with the
Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes
and that were due to be filed on or after March 17, 2020. This extension
period may be rescinded by the Secretary of State through the adoption of an
emergency rule. Any fees for late filings of materials shall be waived for
materials subject to this Section.
c) Pursuant to
the terms of Executive Order 2020-39, as extended by Executive Order 2020-44,
and as may be further extended by subsequent Executive Orders, the provisions
of Section 1209 of the Uniform Partnership Act that require the Secretary of
State to provide expedited services upon request are suspended for the duration
of the disaster proclaimed in the Gubernatorial Proclamation 2020-44, as
extended, and for 30 days thereafter. During this period of suspension, the
Secretary shall process the expedited documents within 24 hours or as soon as
possible thereafter. For purposes of filing dates, the date the document was
submitted for filing will be the document's filing date.
(Source: Added at 44 Ill. Reg. 14030,
effective August 17, 2020)
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