SB2982sam001 93RD GENERAL ASSEMBLY

Sen. Don Harmon

Filed: 3/4/2004

09300SB2982sam001 LRB093 17687 WGH 48508 a

AMENDMENT TO SENATE BILL 2982

AMENDMENT NO. ______. Amend Senate Bill 2982 by replacing everything after the enacting clause with the following:

"ARTICLE 1 GENERAL PROVISIONS

6		Section 0.01. Short title. This Act may be cited as the
7		Uniform Limited Partnership Act (2001).

8		Section 101. Short title. (See Section 0.01 for short
9		title.)

10		Section 102. Definitions. In this Act:
11		(1) "Anniversary" means that day every year exactly one
12		or more years after: (i) the date the certificate of
13		limited partnership was filed by the Office of the
14		Secretary of State, in the case of a limited partnership;
15		or (ii) the date the certificate of authority to transact
16		business was filed by the Office of the Secretary of State,
17		in the case of a foreign limited partnership.
18		(2) "Anniversary month" means the month in which the
19		anniversary of the limited partnership or foreign limited
20		partnership occurs.
21		(3) "Certificate of limited partnership" means the
22		certificate required by Section 201. The term includes the

1		certificate as amended or restated.
2		(4) "Contribution", except in the phrase "right of
3		contribution", means any benefit provided by a person to a
4		limited partnership in order to become a partner or in the
5		person's capacity as a partner.
6		(5) "Debtor in bankruptcy" means a person that is the
7		subject of:
8		(A) an order for relief under Title 11 of the
9		United States Code or a comparable order under a
10		successor statute of general application; or
11		(B) a comparable order under federal, state, or
12		foreign law governing insolvency.
13		(6) "Designated office" means:
14		(A) with respect to a limited partnership, the
15		office that the limited partnership is required to
16		designate and maintain under Section 114; and
17		(B) with respect to a foreign limited partnership,
18		its principal office.
19		(7) "Distribution" means a transfer of money or other
20		property from a limited partnership to a partner in the
21		partner's capacity as a partner or to a transferee on
22		account of a transferable interest owned by the transferee.
23		(8) "Foreign limited liability limited partnership"
24		means a foreign limited partnership whose general partners
25		have limited liability for the obligations of the foreign
26		limited partnership under a provision similar to Section
27		404(c).
28		(9) "Foreign limited partnership" means a partnership
29		formed under the laws of a jurisdiction other than this
30		State and required by those laws to have one or more
31		general partners and one or more limited partners. The term
32		includes a foreign limited liability limited partnership.
33		(10) "General partner" means:
34		(A) with respect to a limited partnership, a person

1		that:
2		(i) becomes a general partner under Section
3		401; or
4		(ii) was a general partner in a limited
5		partnership when the limited partnership became
6		subject to this Act under Section 1206(a) or (b);
7		and
8		(B) with respect to a foreign limited partnership,
9		a person that has rights, powers, and obligations
10		similar to those of a general partner in a limited
11		partnership.
12		(11) "Limited liability limited partnership", except
13		in the phrase "foreign limited liability limited
14		partnership", means a limited partnership whose
15		certificate of limited partnership states that the limited
16		partnership is a limited liability limited partnership.
17		(12) "Limited partner" means:
18		(A) with respect to a limited partnership, a person
19		that:
20		(i) becomes a limited partner under Section
21		301; or
22		(ii) was a limited partner in a limited
23		partnership when the limited partnership became
24		subject to this Act under Section 1206(a) or (b);
25		and
26		(B) with respect to a foreign limited partnership,
27		a person that has rights, powers, and obligations
28		similar to those of a limited partner in a limited
29		partnership.
30		(13) "Limited partnership", except in the phrases
31		"foreign limited partnership" and "foreign limited
32		liability limited partnership", means an entity, having
33		one or more general partners and one or more limited
34		partners, which is formed under this Act by two or more

1		persons or becomes subject to this Act under Article 11 or
2		Section 1206(a) or (b). The term includes a limited
3		liability limited partnership.
4		(14) "Partner" means a limited partner or general
5		partner.
6		(15) "Partnership agreement" means the partners'
7		agreement, whether oral, implied, in a record, or in any
8		combination, concerning the limited partnership. The term
9		includes the agreement as amended.
10		(16) "Person" means an individual, corporation,
11		business trust, estate, trust, partnership, limited
12		liability company, association, joint venture, government;
13		governmental subdivision, agency, or instrumentality;
14		public corporation, or any other legal or commercial
15		entity.
16		(17) "Person dissociated as a general partner" means a
17		person dissociated as a general partner of a limited
18		partnership.
19		(18) "Principal office" means the office where the
20		principal executive office of a limited partnership or
21		foreign limited partnership is located, whether or not the
22		office is located in this State.
23		(19) "Record" means information that is inscribed on a
24		tangible medium or that is stored in an electronic or other
25		medium and is retrievable in perceivable form.
26		(20) "Required information" means the information that
27		a limited partnership is required to maintain under Section
28		111.
29		(21) "Sign" means:
30		(A) to execute or adopt a tangible symbol with the
31		present intent to authenticate a record; or
32		(B) to attach or logically associate an electronic
33		symbol, sound, or process to or with a record with the
34		present intent to authenticate the record.

1		(22) "State" means a State of the United States, the
2		District of Columbia, Puerto Rico, the United States Virgin
3		Islands, or any territory or insular possession subject to
4		the jurisdiction of the United States.
5		(23) "Transfer" includes an assignment, conveyance,
6		deed, bill of sale, lease, mortgage, security interest,
7		encumbrance, gift, and transfer by operation of law.
8		(24) "Transferable interest" means a partner's right
9		to receive distributions.
10		(25) "Transferee" means a person to which all or part
11		of a transferable interest has been transferred, whether or
12		not the transferor is a partner.

13		Section 103. Knowledge and notice.
14		(a) A person knows a fact if the person has actual
15		knowledge of it.
16		(b) A person has notice of a fact if the person:
17		(1) knows of it;
18		(2) has received a notification of it;
19		(3) has reason to know it exists from all of the facts
20		known to the person at the time in question; or
21		(4) has notice of it under subsection (c) or (d).
22		(c) A certificate of limited partnership on file in the
23		Office of the Secretary of State is notice that the partnership
24		is a limited partnership and the persons designated in the
25		certificate as general partners are general partners. Except as
26		otherwise provided in subsection (d), the certificate is not
27		notice of any other fact.
28		(d) A person has notice of:
29		(1) another person's dissociation as a general
30		partner, 90 days after the effective date of an amendment
31		to the certificate of limited partnership which states that
32		the other person has dissociated or 90 days after the
33		effective date of a statement of dissociation pertaining to

1		the other person, whichever occurs first;
2		(2) a limited partnership's dissolution, 90 days after
3		the effective date of an amendment to the certificate of
4		limited partnership stating that the limited partnership
5		is dissolved;
6		(3) a limited partnership's termination, 90 days after
7		the effective date of a statement of termination;
8		(4) a limited partnership's conversion under Article
9		11, 90 days after the effective date of the articles of
10		conversion; or
11		(5) a merger under Article 11, 90 days after the
12		effective date of the articles of merger.
13		(e) A person notifies or gives a notification to another
14		person by taking steps reasonably required to inform the other
15		person in ordinary course, whether or not the other person
16		learns of it.
17		(f) A person receives a notification when the notification:
18		(1) comes to the person's attention; or
19		(2) is delivered at the person's place of business or
20		at any other place held out by the person as a place for
21		receiving communications.
22		(g) Except as otherwise provided in subsection (h), a
23		person other than an individual knows, has notice, or receives
24		a notification of a fact for purposes of a particular
25		transaction when the individual conducting the transaction for
26		the person knows, has notice, or receives a notification of the
27		fact, or in any event when the fact would have been brought to
28		the individual's attention if the person had exercised
29		reasonable diligence. A person other than an individual
30		exercises reasonable diligence if it maintains reasonable
31		routines for communicating significant information to the
32		individual conducting the transaction for the person and there
33		is reasonable compliance with the routines. Reasonable
34		diligence does not require an individual acting for the person

1		to communicate information unless the communication is part of
2		the individual's regular duties or the individual has reason to
3		know of the transaction and that the transaction would be
4		materially affected by the information.
5		(h) A general partner's knowledge, notice, or receipt of a
6		notification of a fact relating to the limited partnership is
7		effective immediately as knowledge of, notice to, or receipt of
8		a notification by the limited partnership, except in the case
9		of a fraud on the limited partnership committed by or with the
10		consent of the general partner. A limited partner's knowledge,
11		notice, or receipt of a notification of a fact relating to the
12		limited partnership is not effective as knowledge of, notice
13		to, or receipt of a notification by the limited partnership.

14		Section 104. Nature, purpose, and duration of entity.
15		(a) A limited partnership is an entity distinct from its
16		partners. A limited partnership is the same entity regardless
17		of whether its certificate states that the limited partnership
18		is a limited liability limited partnership.
19		(b) A limited partnership may be organized under this Act
20		for any lawful purpose and may carry on any business that a
21		partnership without limited partners may carry on except
22		banking, the operation of railroads, and insurance unless
23		carried on as a business of a limited syndicate authorized and
24		regulated by the Director of Insurance under Article V 1/2 of
25		the Illinois Insurance Code or for the purpose of carrying on
26		business as a member of a group including incorporated and
27		individual unincorporated underwriters when the Director of
28		Insurance finds that the group meets the requirements of
29		subsection (3) of Section 86 of the Illinois Insurance Code and
30		the limited partnership, if insolvent, is subject to
31		liquidation by the Director of Insurance under Article XIII of
32		the Illinois Insurance Code.
33		(c) A limited partnership has a perpetual duration.

1		Section 105. Powers. A limited partnership has the powers
2		to do all things necessary or convenient to carry on its
3		activities, including the power to sue, be sued, and defend in
4		its own name and to maintain an action against a partner for
5		harm caused to the limited partnership by a breach of the
6		partnership agreement or violation of a duty to the
7		partnership.

8		Section 106. Governing law. The law of this State governs
9		relations among the partners of a limited partnership and
10		between the partners and the limited partnership and the
11		liability of partners as partners for an obligation of the
12		limited partnership.

13		Section 107. Supplemental principles of law; rate of
14		interest.
15		(a) Unless displaced by particular provisions of this Act,
16		the principles of law and equity supplement this Act.
17		(b) If an obligation to pay interest arises under this Act
18		and the rate is not specified, the rate is that specified in
19		Section 4 of the Interest Act.

20		Section 108. Name.
21		(a) The name of a limited partnership may contain the name
22		of any partner.
23		(b) The name of a limited partnership that is not a limited
24		liability limited partnership must contain the phrase "limited
25		partnership" or the abbreviation "L.P." or "LP" and may not
26		contain the phrase "limited liability limited partnership" or
27		the abbreviation "LLLP" or "L.L.L.P.".
28		(c) The name of a limited liability limited partnership
29		must contain the phrase "limited liability limited
30		partnership" or the abbreviation "LLLP" or "L.L.L.P." and must

1		not contain the abbreviation "L.P." or "LP".
2		(d) Unless authorized by subsection (e), the name of a
3		limited partnership must be distinguishable in the records of
4		the Secretary of State from:
5		(1) the name of each person other than an individual
6		incorporated, organized, or authorized to transact
7		business in this State; and
8		(2) each name reserved under Section 109, assumed name
9		under Section 108.5 or other Illinois law allowing the
10		reservation or registration of business names, including
11		fictitious or assumed name provisions, except for the
12		Assumed Business Name Act, 805 ILCS 405/.
13		(e) A limited partnership may apply to the Secretary of
14		State for authorization to use a name that does not comply with
15		subsection (d). The Secretary of State shall authorize use of
16		the name applied for if, as to each conflicting name:
17		(1) the present user, registrant, or owner of the
18		conflicting name consents in a signed record to the use and
19		submits an undertaking in a form satisfactory to the
20		Secretary of State to change the conflicting name to a name
21		that complies with subsection (d) and is distinguishable in
22		the records of the Secretary of State from the name applied
23		for;
24		(2) the applicant delivers to the Secretary of State a
25		certified copy of the final judgment of a court of
26		competent jurisdiction establishing the applicant's right
27		to use in this State the name applied for; or
28		(3) the applicant delivers to the Secretary of State
29		proof satisfactory to the Secretary of State that the
30		present user, registrant, or owner of the conflicting name:
31		(A) has merged into the applicant;
32		(B) has been converted into the applicant; or
33		(C) has transferred substantially all of its
34		assets, including the conflicting name, to the

1		applicant.
2		(f) Subject to Section 905, this Section applies to any
3		foreign limited partnership transacting business in this
4		State, having a certificate of authority to transact business
5		in this State, or applying for a certificate of authority.
6		(g) Nothing in this Section shall:
7		(1) require any limited partnership existing under the
8		"Uniform Limited Partnership Act", filed June 28, 1917, as
9		amended, to modify or otherwise change its name; or
10		(2) abrogate or limit the common law or statutory law
11		of unfair competition or unfair trade practices, nor
12		derogate from the common law or principles of equity or the
13		statutes of this State or of the United States with respect
14		to the right to acquire and protect copyrights, trade
15		names, trademarks, service marks, service names, or any
16		other right to the exclusive use of names or symbols.

17		Section 108.5. Assumed name.
18		(a) A limited partnership or a foreign limited partnership
19		admitted to transact business in this State may elect to adopt
20		an assumed name that complies with the requirements of Section
21		108 of this Act except the requirement that the name contain
22		the words "limited partnership", "limited liability limited
23		partnership", or the abbreviation "L.P.", "LP", "LLLP" or
24		"L.L.L.P."
25		(b) As used in this Act, "assumed name" means any name
26		other than the true name of a limited partnership or the name
27		under which a foreign limited partnership is admitted to
28		transact business in this State, except that the following do
29		not constitute the use of an assumed name under this Act:
30		(1) The identification by a limited partnership or
31		foreign limited partnership of its business with a
32		trademark or service mark of which it is the owner or
33		licensed user.

1		(2) The use of a name of a division, not constituting a
2		separate limited partnership and not containing the words
3		"limited partnership" or an abbreviation of those words,
4		provided that the limited partnership also clearly
5		discloses its true name.
6		(c) Before transacting any business in this State under an
7		assumed name or names, the limited partnership or foreign
8		limited partnership shall, for each assumed name, execute and
9		file in accordance with Section 108 or 204 of this Act, as
10		applicable, an application setting forth:
11		(1) the true name of the limited partnership or the
12		name under which the foreign limited partnership is
13		admitted to transact business in this State;
14		(2) the State or other jurisdiction under the laws of
15		which it is formed;
16		(3) that it intends to transact business under an
17		assumed name; and
18		(4) the assumed name which it proposes to use.
19		(d) The right to use an assumed name shall be effective
20		from the date of filing by the Secretary of State until the
21		first day of the anniversary month of the limited partnership
22		or foreign limited partnership that falls within the next
23		calendar year evenly divisible by 5, however, if an application
24		is filed within the 3 months immediately preceding the
25		anniversary month of a limited partnership or foreign limited
26		partnership that falls within a calendar year evenly divisible
27		by 5, the right to use the assumed name shall be effective
28		until the first day of the anniversary month of the limited
29		partnership or foreign limited partnership that falls within
30		the next succeeding year evenly divisible by 5.
31		(e) A limited partnership or foreign limited partnership
32		may renew the right to use its assumed name or names, if any,
33		within the 60 days preceding the expiration of such right, for
34		a period of 5 years, by making an election to do so on a form

1		prescribed by the Secretary of State and by paying the renewal
2		fee as prescribed by this Act.
3		(f) Any limited partnership or foreign limited partnership
4		may change or cancel any or all of its assumed names by
5		executing and filing, in duplicate, an application setting
6		forth:
7		(1) the true name of the limited partnership or the
8		name under which the foreign limited partnership is
9		admitted to transact business in this State;
10		(2) the state or country under the laws of which it is
11		organized;
12		(3) a statement that it intends to cease transacting
13		business under an assumed name by changing or cancelling
14		it;
15		(4) the assumed name to be changed or cancelled;
16		(5) the assumed name which the limited partnership or
17		foreign limited partnership proposes to use, if it is to be
18		changed.
19		(g) Upon the filing of an application to change an assumed
20		name, the limited partnership or foreign limited partnership
21		shall have the right to use such assumed name for the period
22		authorized by subsection (d) of this Section.
23		(h) The right to use an assumed name shall be cancelled by
24		the Secretary of State:
25		(1) if the limited partnership or foreign limited
26		partnership fails to renew an assumed name;
27		(2) if the limited partnership or foreign limited
28		partnership has filed an application to change or cancel an
29		assumed name;
30		(3) if a limited partnership's certificate of limited
31		partnership or certificate to be governed by this Act has
32		been cancelled;
33		(4) if a foreign limited partnership's application for
34		admission to transact business has been cancelled.

1		(i) Any limited partnership or foreign limited partnership
2		carrying on, conducting or transacting business under an
3		assumed name which shall fail to comply with the provisions of
4		this Section shall be subject to the penalty provisions in
5		Section 5 of "An Act in relation to the use of an assumed name
6		in the conduct or transaction of business in this State",
7		approved July 17, 1941, as amended.
8		(j) A foreign limited partnership that applies for and
9		receives a certificate of authority under Section 905, is
10		deemed to have complied with this Section in full.

11		Section 109. Reservation of name.
12		(a) The exclusive right to the use of a name that complies
13		with Section 108 may be reserved by:
14		(1) a person intending to organize a limited
15		partnership under this Act and to adopt the name;
16		(2) a limited partnership or a foreign limited
17		partnership authorized to transact business in this State
18		intending to adopt the name;
19		(3) a foreign limited partnership intending to obtain a
20		certificate of authority to transact business in this State
21		and adopt the name;
22		(4) a person intending to organize a foreign limited
23		partnership and intending to have it obtain a certificate
24		of authority to transact business in this State and adopt
25		the name;
26		(5) a foreign limited partnership formed under the
27		name; or
28		(6) a foreign limited partnership formed under a name
29		that does not comply with Section 108(b) or (c), but the
30		name reserved under this paragraph may differ from the
31		foreign limited partnership's name only to the extent
32		necessary to comply with Section 108(b) and (c).
33		(b) A person may apply to reserve a name under subsection

1		(a) by delivering to the Secretary of State for filing an
2		application that states the name to be reserved and the
3		paragraph of subsection (a) which applies. If the Secretary of
4		State finds that the name is available for use by the
5		applicant, the Secretary of State shall file a statement of
6		name reservation and thereby reserve the name for the exclusive
7		use of the applicant for 120 days.
8		(c) An applicant that has reserved a name pursuant to
9		subsection (b) may reserve the same name for additional 120-day
10		periods. A person having a current reservation for a name may
11		not apply for another 120-day period for the same name until 90
12		days have elapsed in the current reservation.
13		(d) A person that has reserved a name under this Section
14		may deliver to the Secretary of State for filing a notice of
15		transfer that states the reserved name, the name and street and
16		mailing address of some other person to which the reservation
17		is to be transferred, and the paragraph of subsection (a) which
18		applies to the other person. Subject to Section 206(c), the
19		transfer is effective when the Secretary of State files the
20		notice of transfer.

21		Section 110. Effect of partnership agreement; nonwaivable
22		provisions.
23		(a) Except as otherwise provided in subsection (b), the
24		partnership agreement governs relations among the partners and
25		between the partners and the partnership. To the extent the
26		partnership agreement does not otherwise provide, this Act
27		governs relations among the partners and between the partners
28		and the partnership.
29		(b) A partnership agreement may not:
30		(1) vary a limited partnership's power under Section
31		105 to sue, be sued, and defend in its own name;
32		(2) vary the law applicable to a limited partnership
33		under Section 106;

1		(3) vary the requirements of Section 204;
2		(4) vary the information required under Section 111 or
3		unreasonably restrict the right to information under
4		Sections 304 or 407, but the partnership agreement may
5		impose reasonable restrictions on the availability and use
6		of information obtained under those Sections and may define
7		appropriate remedies, including liquidated damages, for a
8		breach of any reasonable restriction on use;
9		(5) eliminate or reduce fiduciary duties, but the
10		partnership agreement may:
11		(A) identify specific types or categories of
12		activities that do not violate the duties, if not
13		manifestly unreasonable; and
14		(B) specify the number or percentage of partners
15		which may authorize or ratify, after full disclosure to
16		all partners of all material facts, a specific act or
17		transaction that otherwise would violate these duties;
18		(6) eliminate the obligation of good faith and fair
19		dealing under Sections 305(b) and 408(d), but the
20		partnership agreement may prescribe the standards by which
21		the performance of the obligation is to be measured, if the
22		standards are not manifestly unreasonable;
23		(7) vary the power of a person to dissociate as a
24		general partner under Section 604(a) except to require that
25		the notice under Section 603(1) be in a record;
26		(8) vary the power of a court to decree dissolution in
27		the circumstances specified in Section 802;
28		(9) vary the requirement to wind up the partnership's
29		business as specified in Section 803;
30		(10) unreasonably restrict the right to maintain an
31		action under Article 10;
32		(11) restrict the right of a partner under Section
33		1110(a) to approve a conversion or merger or the right of a
34		general partner under Section 1110(b) to consent to an

1		amendment to the certificate of limited partnership which
2		deletes a statement that the limited partnership is a
3		limited liability limited partnership; or
4		(12) restrict rights under this Act of a person other
5		than a partner or a transferee.

6		Section 111. Required information. A limited partnership
7		shall maintain at its designated office the following
8		information:
9		(1) a current list showing the full name and last known
10		street and mailing address of each partner, separately
11		identifying the general partners, in alphabetical order,
12		and the limited partners, in alphabetical order;
13		(2) a copy of the initial certificate of limited
14		partnership and all amendments to and restatements of the
15		certificate, together with signed copies of any powers of
16		attorney under which any certificate, amendment, or
17		restatement has been signed;
18		(3) a copy of any filed articles of conversion or
19		merger;
20		(4) a copy of the limited partnership's federal, state,
21		and local income tax returns and reports, if any, for the
22		three most recent years;
23		(5) a copy of any partnership agreement made in a
24		record and any amendment made in a record to any
25		partnership agreement;
26		(6) a copy of any financial statement of the limited
27		partnership for the three most recent years;
28		(7) a copy of the three most recent annual reports
29		delivered by the limited partnership to the Secretary of
30		State pursuant to Section 210;
31		(8) a copy of any record made by the limited
32		partnership during the past three years of any consent
33		given by or vote taken of any partner pursuant to this Act

1		or the partnership agreement; and
2		(9) unless contained in a partnership agreement made in
3		a record, a record stating:
4		(A) the amount of cash, and a description and
5		statement of the agreed value of the other benefits,
6		contributed and agreed to be contributed by each
7		partner;
8		(B) the times at which, or events on the happening
9		of which, any additional contributions agreed to be
10		made by each partner are to be made;
11		(C) for any person that is both a general partner
12		and a limited partner, a specification of what
13		transferable interest the person owns in each
14		capacity; and
15		(D) any events upon the happening of which the
16		limited partnership is to be dissolved and its
17		activities wound up.

18		Section 112. Business transactions of partner with
19		partnership. A partner may lend money to and transact other
20		business with the limited partnership and has the same rights
21		and obligations with respect to the loan or other transaction
22		as a person that is not a partner.

23		Section 113. Dual capacity. A person may be both a general
24		partner and a limited partner. A person that is both a general
25		and limited partner has the rights, powers, duties, and
26		obligations provided by this Act and the partnership agreement
27		in each of those capacities. When the person acts as a general
28		partner, the person is subject to the obligations, duties and
29		restrictions under this Act and the partnership agreement for
30		general partners. When the person acts as a limited partner,
31		the person is subject to the obligations, duties and
32		restrictions under this Act and the partnership agreement for

1		limited partners.

2		Section 114. Office and agent for service of process.
3		(a) A limited partnership shall designate and continuously
4		maintain in this State:
5		(1) an office, which need not be a place of its
6		activity in this State; and
7		(2) an agent for service of process.
8		(b) A foreign limited partnership shall designate and
9		continuously maintain in this State an agent for service of
10		process.
11		(c) An agent for service of process of a limited
12		partnership or foreign limited partnership must be an
13		individual who is a resident of this State or other person
14		authorized to do business in this State.

15		Section 115. Change of designated office or agent for
16		service of process.
17		(a) In order to change its designated office, agent for
18		service of process, or the address of its agent for service of
19		process, a limited partnership or a foreign limited partnership
20		may deliver to the Secretary of State for filing a statement of
21		change containing:
22		(1) the name of the limited partnership or foreign
23		limited partnership;
24		(2) the street and mailing address of its current
25		designated office;
26		(3) if the current designated office is to be changed,
27		the street and mailing address of the new designated
28		office;
29		(4) the name and street and mailing address of its
30		current agent for service of process; and
31		(5) if the current agent for service of process or an
32		address of the agent is to be changed, the new information.

1		(b) Subject to Section 206(c), a statement of change is
2		effective when filed by the Secretary of State.

3		Section 116. Resignation of agent for service of process.
4		(a) In order to resign as an agent for service of process
5		of a limited partnership or foreign limited partnership, the
6		agent must deliver to the Secretary of State for filing a
7		statement of resignation containing the name of the limited
8		partnership or foreign limited partnership.
9		(b) After receiving a statement of resignation, the
10		Secretary of State shall file it and mail a copy to the
11		designated office of the limited partnership or foreign limited
12		partnership and another copy to the principal office if the
13		address of the office appears in the records of the Secretary
14		of State and is different from the address of the designated
15		office.
16		(c) An agency for service of process is terminated on the
17		31st day after the Secretary of State files the statement of
18		resignation.

19		Section 117. Service of process.
20		(a) An agent for service of process appointed by a limited
21		partnership or foreign limited partnership is an agent of the
22		limited partnership or foreign limited partnership for service
23		of any process, notice, or demand required or permitted by law
24		to be served upon the limited partnership or foreign limited
25		partnership.
26		(b) If a limited partnership or foreign limited partnership
27		does not appoint or maintain an agent for service of process in
28		this State or the agent for service of process cannot with
29		reasonable diligence be found at the agent's address, the
30		Secretary of State is an agent of the limited partnership or
31		foreign limited partnership upon whom process, notice, or
32		demand may be served.

1		(c) Service of any process, notice, or demand on the
2		Secretary of State may be made by delivering to and leaving
3		with the Secretary of State duplicate copies of the process,
4		notice, or demand. If a process, notice, or demand is served on
5		the Secretary of State, the Secretary of State shall forward
6		one of the copies by registered or certified mail, return
7		receipt requested, to the limited partnership or foreign
8		limited partnership at its designated office.
9		(d) Service is effected under subsection (c) at the
10		earliest of:
11		(1) the date the limited partnership or foreign limited
12		partnership receives the process, notice, or demand;
13		(2) the date shown on the return receipt, if signed on
14		behalf of the limited partnership or foreign limited
15		partnership; or
16		(3) five days after the process, notice, or demand is
17		deposited in the mail, if mailed postpaid and correctly
18		addressed.
19		(e) The Secretary of State shall keep a record of each
20		process, notice, and demand served pursuant to this Section and
21		record the time of, and the action taken regarding, the
22		service.
23		(f) This Section does not affect the right to serve
24		process, notice, or demand in any other manner provided by law.

25		Section 118. Consent and proxies of parties. Action
26		requiring the consent of partners under this Act may be taken
27		without a meeting, and a partner may appoint a proxy to consent
28		or otherwise act for the partner by signing an appointment
29		record, either personally or by the partner's attorney in fact.

30		Section 119. Locale misrepresentation.
31		(a) A person shall not advertise or cause to be listed in a
32		telephone directory an assumed or fictitious business name that

1		intentionally misrepresents where the business is actually
2		located or operating or falsely states that the business is
3		located or operating in the area covered by the telephone
4		directory. This subsection (a) does not apply to a telephone
5		service provider or to the publisher or distributor of a
6		telephone service directory, unless the conduct prescribed in
7		this subsection (a) is on behalf of that telephone service
8		provider or that publisher or distributor.
9		(b) This Section does not apply to any foreign limited
10		partnership that has gross annual revenues in excess of
11		$100,000,000.
12		(c) A foreign limited partnership that violates this
13		Section is guilty of a petty offense and must be fined not less
14		than $501 and not more than $1,000. A foreign limited
15		partnership is guilty of an additional offense for each
16		additional day in violation of this Section.

ARTICLE 2 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

20		Section 201. Formation of limited partnership; certificate
21		of limited partnership.
22		(a) In order for a limited partnership to be formed, a
23		certificate of limited partnership must be delivered to the
24		Secretary of State for filing. The certificate must state:
25		(1) the name of the limited partnership, which must
26		comply with Section 108;
27		(2) the street and mailing address of the initial
28		designated office and the name and street and mailing
29		address of the initial agent for service of process;
30		(3) the name and the street and mailing address of each
31		general partner;
32		(4) whether the limited partnership is a limited

1		liability limited partnership; and
2		(5) any additional information required by Article 11.
3		(b) A certificate of limited partnership may also contain
4		any other matters but may not vary or otherwise affect the
5		provisions specified in Section 110(b) in a manner inconsistent
6		with that Section.
7		(c) If there has been substantial compliance with
8		subsection (a), subject to Section 206(c) a limited partnership
9		is formed when the Secretary of State files the certificate of
10		limited partnership.
11		(d) Subject to subsection (b), if any provision of a
12		partnership agreement is inconsistent with the filed
13		certificate of limited partnership or with a filed statement of
14		dissociation, termination, or change or filed articles of
15		conversion or merger:
16		(1) the partnership agreement prevails as to partners
17		and transferees; and
18		(2) the filed certificate of limited partnership,
19		statement of dissociation, termination, or change or
20		articles of conversion or merger prevail as to persons,
21		other than partners and transferees, that reasonably rely
22		on the filed record to their detriment.

23		Section 202. Amendment or restatement of certification.
24		(a) In order to amend its certificate of limited
25		partnership, a limited partnership must deliver to the
26		Secretary of State for filing an amendment or, pursuant to
27		Article 11, articles of merger stating:
28		(1) the name of the limited partnership;
29		(2) the date of filing of its initial certificate; and
30		(3) the changes the amendment makes to the certificate
31		as most recently amended or restated.
32		(b) A limited partnership shall promptly deliver to the
33		Secretary of State for filing an amendment to a certificate of

1		limited partnership to reflect:
2		(1) the admission of a new general partner;
3		(2) the dissociation of a person as a general partner;
4		or
5		(3) the appointment of a person to wind up the limited
6		partnership's activities under Section 803(c) or (d).
7		(c) A general partner that knows that any information in a
8		filed certificate of limited partnership was false when the
9		certificate was filed or has become false due to changed
10		circumstances shall promptly:
11		(1) cause the certificate to be amended; or
12		(2) if appropriate, deliver to the Secretary of State
13		for filing a statement of change pursuant to Section 115 or
14		a statement of correction pursuant to Section 207.
15		(d) A certificate of limited partnership may be amended at
16		any time for any other proper purpose as determined by the
17		limited partnership.
18		(e) A restated certificate of limited partnership may be
19		delivered to the Secretary of State for filing in the same
20		manner as an amendment.
21		(f) Subject to Section 206(c), an amendment or restated
22		certificate is effective when filed by the Secretary of State.

23		Section 203. Statement of termination. A dissolved limited
24		partnership that has completed winding up may deliver to the
25		Secretary of State for filing a statement of termination that
26		states:
27		(1) the name of the limited partnership;
28		(2) the date of filing of its initial certificate of
29		limited partnership; and
30		(3) any other information as determined by the general
31		partners filing the statement or by a person appointed
32		pursuant to Section 803(c) or (d).

1		Section 204. Signing of records.
2		(a) Each record delivered to the Secretary of State for
3		filing pursuant to this Act must be signed in the following
4		manner:
5		(1) An initial certificate of limited partnership must
6		be signed by all general partners listed in the
7		certificate.
8		(2) An amendment adding or deleting a statement that
9		the limited partnership is a limited liability limited
10		partnership must be signed by all general partners listed
11		in the certificate.
12		(3) An amendment designating as general partner a
13		person admitted under Section 801(3)(B) following the
14		dissociation of a limited partnership's last general
15		partner must be signed by that person.
16		(4) An amendment required by Section 803(c) following
17		the appointment of a person to wind up the dissolved
18		limited partnership's activities must be signed by that
19		person.
20		(5) Any other amendment must be signed by:
21		(A) at least one general partner listed in the
22		certificate;
23		(B) each other person designated in the amendment
24		as a new general partner; and
25		(C) each person that the amendment indicates has
26		dissociated as a general partner, unless:
27		(i) the person is deceased or a guardian or
28		general conservator has been appointed for the
29		person and the amendment so states; or
30		(ii) the person has previously delivered to
31		the Secretary of State for filing a statement of
32		dissociation.
33		(6) A restated certificate of limited partnership must
34		be signed by at least one general partner listed in the

1		certificate, and, to the extent the restated certificate
2		effects a change under any other paragraph of this
3		subsection, the certificate must be signed in a manner that
4		satisfies that paragraph.
5		(7) A statement of termination must be signed by all
6		general partners listed in the certificate or, if the
7		certificate of a dissolved limited partnership lists no
8		general partners, by the person appointed pursuant to
9		Section 803(c) or (d) to wind up the dissolved limited
10		partnership's activities.
11		(8) Articles of conversion must be signed by each
12		general partner listed in the certificate of limited
13		partnership.
14		(9) Articles of merger must be signed as provided in
15		Section 1108(a).
16		(10) Any other record delivered on behalf of a limited
17		partnership to the Secretary of State for filing must be
18		signed by at least one general partner listed in the
19		certificate.
20		(11) A statement by a person pursuant to Section
21		605(a)(4) stating that the person has dissociated as a
22		general partner must be signed by that person.
23		(12) A statement of withdrawal by a person pursuant to
24		Section 306 must be signed by that person.
25		(13) A record delivered on behalf of a foreign limited
26		partnership to the Secretary of State for filing must be
27		signed by at least one general partner of the foreign
28		limited partnership.
29		(14) Any other record delivered on behalf of any person
30		to the Secretary of State for filing must be signed by that
31		person.
32		(b) Any person may sign by an attorney in fact any record
33		to be filed pursuant to this Act.

1		Section 205. Signing and filing pursuant to judicial order.
2		(a) If a person required by this Act to sign a record or
3		deliver a record to the Secretary of State for filing does not
4		do so, any other person that is aggrieved may petition the
5		circuit court to order:
6		(1) the person to sign the record;
7		(2) deliver the record to the Secretary of State for
8		filing; or
9		(3) the Secretary of State to file the record unsigned.
10		(b) If the person aggrieved under subsection (a) is not the
11		limited partnership or foreign limited partnership to which the
12		record pertains, the aggrieved person shall make the limited
13		partnership or foreign limited partnership a party to the
14		action. A person aggrieved under subsection (a) may seek the
15		remedies provided in subsection (a) in the same action in
16		combination or in the alternative.
17		(c) A record filed unsigned pursuant to this Section is
18		effective without being signed.

19		Section 206. Delivery to and filing of records by Secretary
20		of State; effective time and date.
21		(a) A record authorized or required to be delivered to the
22		Secretary of State for filing under this Act must be captioned
23		to describe the record's purpose, be in a medium permitted by
24		the Secretary of State, and be delivered to the Secretary of
25		State. Unless the Secretary of State determines that a record
26		does not comply with the filing requirements of this Act, and
27		if all filing fees have been paid, the Secretary of State shall
28		file the record and:
29		(1) for a statement of dissociation, send:
30		(A) a copy of the filed statement and a receipt for
31		the fees to the person which the statement indicates
32		has dissociated as a general partner; and
33		(B) a copy of the filed statement and receipt to

1		the limited partnership;
2		(2) for a statement of withdrawal, send:
3		(A) a copy of the filed statement and a receipt for
4		the fees to the person on whose behalf the record was
5		filed; and
6		(B) if the statement refers to an existing limited
7		partnership, a copy of the filed statement and receipt
8		to the limited partnership; and
9		(3) for all other records, send a copy of the filed
10		record and a receipt for the fees to the person on whose
11		behalf the record was filed.
12		(b) Upon request and payment of a fee, the Secretary of
13		State shall send to the requester a certified copy of the
14		requested record.
15		(c) Except as otherwise provided in Sections 116 and 207, a
16		record delivered to the Secretary of State for filing under
17		this Act may specify an effective time and a delayed effective
18		date. Except as otherwise provided in this Act, a record filed
19		by the Secretary of State is effective:
20		(1) if the record does not specify an effective time
21		and does not specify a delayed effective date, on the date
22		and at the time the record is filed as evidenced by the
23		Secretary of State's endorsement of the date and time on
24		the record;
25		(2) if the record specifies an effective time but not a
26		delayed effective date, on the date the record is filed at
27		the time specified in the record;
28		(3) if the record specifies a delayed effective date
29		but not an effective time, at 12:01 a.m. on the earlier of:
30		(A) the specified date; or
31		(B) the 90th day after the record is filed; or
32		(4) if the record specifies an effective time and a
33		delayed effective date, at the specified time on the
34		earlier of:

1		(A) the specified date; or
2		(B) the 90th day after the record is filed.

3		Section 207. Correcting filed record.
4		(a) A limited partnership or foreign limited partnership
5		may deliver to the Secretary of State for filing a statement of
6		correction to correct a record previously delivered by the
7		limited partnership or foreign limited partnership to the
8		Secretary of State and filed by the Secretary of State, if at
9		the time of filing the record contained false or erroneous
10		information or was defectively signed.
11		(b) A statement of correction may not state a delayed
12		effective date and must:
13		(1) describe the record to be corrected, including its
14		filing date, or attach a copy of the record as filed;
15		(2) specify the incorrect information and the reason it
16		is incorrect or the manner in which the signing was
17		defective; and
18		(3) correct the incorrect information or defective
19		signature.
20		(c) When filed by the Secretary of State, a statement of
21		correction is effective retroactively as of the effective date
22		of the record the statement corrects, but the statement is
23		effective when filed:
24		(1) for the purposes of Section 103(c) and (d); and
25		(2) as to persons relying on the uncorrected record and
26		adversely affected by the correction.

27		Section 208. Liability for false information in filed
28		record.
29		(a) If a record delivered to the Secretary of State for
30		filing under this Act and filed by the Secretary of State
31		contains false information, a person that suffers loss by
32		reliance on the information may recover damages for the loss

1		from:
2		(1) a person that signed the record, or caused another
3		to sign it on the person's behalf, and knew the information
4		to be false at the time the record was signed; and
5		(2) a general partner that has notice that the
6		information was false when the record was filed or has
7		become false because of changed circumstances, if the
8		general partner has notice for a reasonably sufficient time
9		before the information is relied upon to enable the general
10		partner to effect an amendment under Section 202, file a
11		petition pursuant to Section 205, or deliver to the
12		Secretary of State for filing a statement of change
13		pursuant to Section 115 or a statement of correction
14		pursuant to Section 207.
15		(b) Signing a record authorized or required to be filed
16		under this Act constitutes an affirmation under the penalties
17		of perjury that the facts stated in the record are true.

18		Section 209. Certificate of existence or authorization.
19		(a) The Secretary of State, upon request and payment of the
20		requisite fee, shall furnish a certificate of existence for a
21		limited partnership if the records filed in the Office of the
22		Secretary of State show that the Secretary of State has filed a
23		certificate of limited partnership and has not filed a
24		statement of termination. A certificate of existence must
25		state:
26		(1) the limited partnership's name;
27		(2) that it was duly formed under the laws of this
28		State and the date of formation;
29		(3) whether all fees, taxes, and penalties due to the
30		Secretary of State under this Act or other law have been
31		paid;
32		(4) whether the limited partnership's most recent
33		annual report required by Section 210 has been filed by the

1		Secretary of State;
2		(5) whether the Secretary of State has
3		administratively dissolved the limited partnership;
4		(6) whether the limited partnership's certificate of
5		limited partnership has been amended to state that the
6		limited partnership is dissolved;
7		(7) that a statement of termination has not been filed
8		by the Secretary of State; and
9		(8) other facts of record in the Office of the
10		Secretary of State which may be requested by the applicant.
11		(b) The Secretary of State, upon request and payment of the
12		requisite fee, shall furnish a certificate of authorization for
13		a foreign limited partnership if the records filed in the
14		Office of the Secretary of State show that the Secretary of
15		State has filed a certificate of authority, has not revoked the
16		certificate of authority, and has not filed a notice of
17		cancellation. A certificate of authorization must state:
18		(1) the foreign limited partnership's name and any
19		alternate name adopted under Section 905(a) for use in this
20		State;
21		(2) that it is authorized to transact business in this
22		State;
23		(3) whether all fees, taxes, and penalties due to the
24		Secretary of State under this Act or other law have been
25		paid;
26		(4) whether the foreign limited partnership's most
27		recent annual report required by Section 210 has been filed
28		by the Secretary of State;
29		(5) that the Secretary of State has not revoked its
30		certificate of authority and has not filed a notice of
31		cancellation; and
32		(6) other facts of record in the Office of the
33		Secretary of State which may be requested by the applicant.
34		(c) Subject to any qualification stated in the certificate,

1		a certificate of existence or authorization issued by the
2		Secretary of State may be relied upon as conclusive evidence
3		that the limited partnership or foreign limited partnership is
4		in existence or is authorized to transact business in this
5		State.

6		Section 210. Annual report for Secretary of State.
7		(a) A limited partnership or a foreign limited partnership
8		authorized to transact business in this State shall deliver to
9		the Secretary of State for filing an annual report that states:
10		(1) the name of the limited partnership or foreign
11		limited partnership;
12		(2) the street and mailing address of its designated
13		office and the name and street and mailing address of its
14		agent for service of process in this State;
15		(3) in the case of a limited partnership, the street
16		and mailing address of its principal office;
17		(4) in the case of a foreign limited partnership, the
18		State or other jurisdiction under whose law the foreign
19		limited partnership is formed and any alternate name
20		adopted under Section 905(a);
21		(5) Additional information that may be necessary or
22		appropriate in order to enable the Secretary of State to
23		administer this Act and to verify the proper amount of fees
24		payable by the limited partnership; and
25		(6) The annual report shall be made on forms prescribed
26		and furnished by the Secretary of State, and the
27		information therein, required by paragraphs (1) through
28		(4) of subsection (a), both inclusive, shall be given as of
29		the date of signing of the annual report. The annual report
30		shall be signed by a general partner.
31		(b) Information in an annual report must be current as of
32		the date the annual report is delivered to the Secretary of
33		State for filing.

1		(c) The annual report, together with all fees and charges
2		prescribed by this Act, shall be delivered to the Secretary of
3		State within 60 days immediately preceding the first day of the
4		anniversary month. Proof to the satisfaction of the Secretary
5		of State that, before the first day of the anniversary month of
6		the limited partnership or the foreign limited partnership, the
7		report, together with all fees and charges as prescribed by
8		this Act, was deposited in the United States mail in a sealed
9		envelope, properly addressed, with postage prepaid, shall be
10		deemed compliance with this requirement.
11		(d) If an annual report does not contain the information
12		required in subsection (a), the Secretary of State shall
13		promptly notify the reporting limited partnership or foreign
14		limited partnership and return the report to it for correction.
15		If the report is corrected to contain the information required
16		in subsection (a) and delivered to the Secretary of State
17		within 30 days after the effective date of the notice, it is
18		timely delivered.
19		(e) If a filed annual report contains an address of a
20		designated office or the name or address of an agent for
21		service of process which differs from the information shown in
22		the records of the Secretary of State immediately before the
23		filing, the differing information in the annual report is
24		considered a statement of change under Section 115.

ARTICLE 3 LIMITED PARTNERS

27		Section 301. Becoming limited partner. A person becomes a
28		limited partner:
29		(1) as provided in the partnership agreement;
30		(2) as the result of a conversion or merger under
31		Article 11; or
32		(3) with the consent of all the partners.

1		Section 302. No right or power as limited partner to bind
2		limited partnership. A limited partner does not have the right
3		or the power as a limited partner to act for or bind the
4		limited partnership.

5		Section 303. No liability as limited partner for limited
6		partnership obligation. An obligation of a limited
7		partnership, whether arising in contract, tort, or otherwise,
8		is not the obligation of a limited partner. A limited partner
9		is not personally liable, directly or indirectly, by way of
10		contribution or otherwise, for an obligation of the limited
11		partnership solely by reason of being a limited partner, even
12		if the limited partner participates in the management and
13		control of the limited partnership.

14		Section 304. Right of limited partner and former limited
15		partner to information.
16		(a) On 10 days' demand, made in a record received by the
17		limited partnership, a limited partner may inspect and copy
18		required information during regular business hours in the
19		limited partnership's designated office. The limited partner
20		need not have any particular purpose for seeking the
21		information.
22		(b) During regular business hours and at a reasonable
23		location specified by the limited partnership, a limited
24		partner may obtain from the limited partnership and inspect and
25		copy true and full information regarding the state of the
26		activities and financial condition of the limited partnership
27		and other information regarding the activities of the limited
28		partnership as is just and reasonable if:
29		(1) the limited partner seeks the information for a
30		purpose reasonably related to the partner's interest as a
31		limited partner;

1		(2) the limited partner makes a demand in a record
2		received by the limited partnership, describing with
3		reasonable particularity the information sought and the
4		purpose for seeking the information; and
5		(3) the information sought is directly connected to the
6		limited partner's purpose.
7		(c) Within 10 days after receiving a demand pursuant to
8		subsection (b), the limited partnership in a record shall
9		inform the limited partner that made the demand:
10		(1) what information the limited partnership will
11		provide in response to the demand;
12		(2) when and where the limited partnership will provide
13		the information; and
14		(3) if the limited partnership declines to provide any
15		demanded information, the limited partnership's reasons
16		for declining.
17		(d) Subject to subsection (f), a person dissociated as a
18		limited partner may inspect and copy required information
19		during regular business hours in the limited partnership's
20		designated office if:
21		(1) the information pertains to the period during which
22		the person was a limited partner;
23		(2) the person seeks the information in good faith; and
24		(3) the person meets the requirements of subsection
25		(b).
26		(e) The limited partnership shall respond to a demand made
27		pursuant to subsection (d) in the same manner as provided in
28		subsection (c).
29		(f) If a limited partner dies, Section 704 applies.
30		(g) The limited partnership may impose reasonable
31		restrictions on the use of information obtained under this
32		Section. In a dispute concerning the reasonableness of a
33		restriction under this subsection, the limited partnership has
34		the burden of proving reasonableness.

1		(h) A limited partnership may charge a person that makes a
2		demand under this Section reasonable costs of copying, limited
3		to the costs of labor and material.
4		(i) Whenever this Act or a partnership agreement provides
5		for a limited partner to give or withhold consent to a matter,
6		before the consent is given or withheld, the limited
7		partnership shall, without demand, provide the limited partner
8		with all information material to the limited partner's decision
9		that the limited partnership knows.
10		(j) A limited partner or person dissociated as a limited
11		partner may exercise the rights under this Section through an
12		attorney or other agent. Any restriction imposed under
13		subsection (g) or by the partnership agreement applies both to
14		the attorney or other agent and to the limited partner or
15		person dissociated as a limited partner.
16		(k) The rights stated in this Section do not extend to a
17		person as transferee, but may be exercised by the legal
18		representative of an individual under legal disability who is a
19		limited partner or person dissociated as a limited partner.

20		Section 305. Limited duties of limited partners.
21		(a) A limited partner does not have any fiduciary duty to
22		the limited partnership or to any other partner solely by
23		reason of being a limited partner.
24		(b) A limited partner shall discharge the duties to the
25		partnership and the other partners under this Act or under the
26		partnership agreement and exercise any rights consistently
27		with the obligation of good faith and fair dealing.
28		(c) A limited partner does not violate a duty or obligation
29		under this Act or under the partnership agreement merely
30		because the limited partner's conduct furthers the limited
31		partner's own interest.

32

Section 306. Person erroneously believing self to be

1		limited partner.
2		(a) Except as otherwise provided in subsection (b), a
3		person that makes an investment in a business enterprise and
4		erroneously but in good faith believes that the person has
5		become a limited partner in the enterprise is not liable for
6		the enterprise's obligations by reason of making the
7		investment, receiving distributions from the enterprise, or
8		exercising any rights of or appropriate to a limited partner,
9		if, on ascertaining the mistake, the person:
10		(1) causes an appropriate certificate of limited
11		partnership, amendment, or statement of correction to be
12		signed and delivered to the Secretary of State for filing;
13		or
14		(2) withdraws from future participation as an owner in
15		the enterprise by signing and delivering to the Secretary
16		of State for filing a statement of withdrawal under this
17		Section.
18		(b) A person that makes an investment described in
19		subsection (a) is liable to the same extent as a general
20		partner to any third party that enters into a transaction with
21		the enterprise, believing in good faith that the person is a
22		general partner, before the Secretary of State files a
23		statement of withdrawal, certificate of limited partnership,
24		amendment, or statement of correction to show that the person
25		is not a general partner.
26		(c) If a person makes a diligent effort in good faith to
27		comply with subsection (a)(1) and is unable to cause the
28		appropriate certificate of limited partnership, amendment, or
29		statement of correction to be signed and delivered to the
30		Secretary of State for filing, the person has the right to
31		withdraw from the enterprise pursuant to subsection (a)(2) even
32		if the withdrawal would otherwise breach an agreement with
33		others that are or have agreed to become co-owners of the
34		enterprise.

ARTICLE 4 GENERAL PARTNERS

3		Section 401. Becoming general partner. A person becomes a
4		general partner:
5		(1) as provided in the partnership agreement:
6		(2) under Section 801(3)(B) following the dissociation
7		of a limited partnership's last general partner;
8		(3) as the result of a conversion or merger under
9		Article 11; or
10		(4) with the consent of all the partners.

11		Section 402. General partner agent of limited partnership.
12		(a) Each general partner is an agent of the limited
13		partnership for the purposes of its activities. An act of a
14		general partner, including the signing of a record in the
15		partnership's name, for apparently carrying on in the ordinary
16		course the limited partnership's activities or activities of
17		the kind carried on by the limited partnership binds the
18		limited partnership, unless the general partner did not have
19		authority to act for the limited partnership in the particular
20		matter and the person with which the general partner was
21		dealing knew, had received a notification, or had notice under
22		Section 103(d) that the general partner lacked authority.
23		(b) An act of a general partner which is not apparently for
24		carrying on in the ordinary course the limited partnership's
25		activities or activities of the kind carried on by the limited
26		partnership binds the limited partnership only if the act was
27		actually authorized by all the other partners.

28		Section 403. Limited partnership liable for general
29		partner's actionable conduct.
30		(a) A limited partnership is liable for loss or injury

1		caused to a person, or for a penalty incurred, as a result of a
2		wrongful act or omission, or other actionable conduct, of a
3		general partner acting in the ordinary course of activities of
4		the limited partnership or with authority of the limited
5		partnership.
6		(b) If, in the course of the limited partnership's
7		activities or while acting with authority of the limited
8		partnership, a general partner receives or causes the limited
9		partnership to receive money or property of a person not a
10		partner, and the money or property is misapplied by a general
11		partner, the limited partnership is liable for the loss.

12		Section 404. General partner's liability.
13		(a) Except as otherwise provided in subsections (b) and
14		(c), all general partners are liable jointly and severally for
15		all obligations of the limited partnership unless otherwise
16		agreed by the claimant or provided by law.
17		(b) A person that becomes a general partner of an existing
18		limited partnership is not personally liable for an obligation
19		of a limited partnership incurred before the person became a
20		general partner.
21		(c) An obligation of a limited partnership incurred while
22		the limited partnership is a limited liability limited
23		partnership, whether arising in contract, tort, or otherwise,
24		is solely the obligation of the limited partnership. A general
25		partner is not personally liable, directly or indirectly, by
26		way of contribution or otherwise, for such an obligation solely
27		by reason of being or acting as a general partner. This
28		subsection applies despite anything inconsistent in the
29		partnership agreement that existed immediately before the
30		consent required to become a limited liability limited
31		partnership under Section 406(b)(2).

32

Section 405. Actions by and against partnership and

1		partners.
2		(a) To the extent not inconsistent with Section 404, a
3		general partner may be joined in an action against the limited
4		partnership or named in a separate action.
5		(b) A judgment against a limited partnership is not by
6		itself a judgment against a general partner. A judgment against
7		a limited partnership may not be satisfied from a general
8		partner's assets unless there is also a judgment against the
9		general partner.
10		(c) A judgment creditor of a general partner may not levy
11		execution against the assets of the general partner to satisfy
12		a judgment based on a claim against the limited partnership,
13		unless the partner is personally liable for the claim under
14		Section 404 and:
15		(1) a judgment based on the same claim has been
16		obtained against the limited partnership and a writ of
17		execution on the judgment has been returned unsatisfied in
18		whole or in part;
19		(2) the limited partnership is a debtor in bankruptcy;
20		(3) the general partner has agreed that the creditor
21		need not exhaust limited partnership assets;
22		(4) a court grants permission to the judgment creditor
23		to levy execution against the assets of a general partner
24		based on a finding that limited partnership assets subject
25		to execution are clearly insufficient to satisfy the
26		judgment, that exhaustion of limited partnership assets is
27		excessively burdensome, or that the grant of permission is
28		an appropriate exercise of the court's equitable powers; or
29		(5) liability is imposed on the general partner by law
30		or contract independent of the existence of the limited
31		partnership.

32		Section 406. Management rights of general partner.
33		(a) Each general partner has equal rights in the management

1		and conduct of the limited partnership's activities. Except as
2		expressly provided in this Act, any matter relating to the
3		activities of the limited partnership may be exclusively
4		decided by the general partner or, if there is more than one
5		general partner, by a majority of the general partners.
6		(b) The consent of each partner is necessary to:
7		(1) amend the partnership agreement;
8		(2) amend the certificate of limited partnership to add
9		or, subject to Section 1110, delete a statement that the
10		limited partnership is a limited liability limited
11		partnership; and
12		(3) sell, lease, exchange, or otherwise dispose of all,
13		or substantially all, of the limited partnership's
14		property, with or without the good will, other than in the
15		usual and regular course of the limited partnership's
16		activities.
17		(c) A limited partnership shall reimburse a general partner
18		for payments made and indemnify a general partner for
19		liabilities incurred by the general partner in the ordinary
20		course of the activities of the partnership or for the
21		preservation of its activities or property.
22		(d) A limited partnership shall reimburse a general partner
23		for an advance to the limited partnership beyond the amount of
24		capital the general partner agreed to contribute.
25		(e) A payment or advance made by a general partner which
26		gives rise to an obligation of the limited partnership under
27		subsection (c) or (d) constitutes a loan to the limited
28		partnership which accrues interest from the date of the payment
29		or advance.
30		(f) A general partner is not entitled to remuneration for
31		services performed for the partnership.

32		Section 407. Right of general partner and former general
33		partner to information.

1		(a) A general partner, without having any particular
2		purpose for seeking the information, may inspect and copy
3		during regular business hours:
4		(1) in the limited partnership's designated office,
5		required information; and
6		(2) at a reasonable location specified by the limited
7		partnership, any other records maintained by the limited
8		partnership regarding the limited partnership's activities
9		and financial condition.
10		(b) Each general partner and the limited partnership shall
11		furnish to a general partner:
12		(1) without demand, any information concerning the
13		limited partnership's activities and activities reasonably
14		required for the proper exercise of the general partner's
15		rights and duties under the partnership agreement or this
16		Act; and
17		(2) on demand, any other information concerning the
18		limited partnership's activities, except to the extent the
19		demand or the information demanded is unreasonable or
20		otherwise improper under the circumstances.
21		(c) Subject to subsection (e), on 10 days' demand made in a
22		record received by the limited partnership, a person
23		dissociated as a general partner may have access to the
24		information and records described in subsection (a) at the
25		location specified in subsection (a) if:
26		(1) the information or record pertains to the period
27		during which the person was a general partner;
28		(2) the person seeks the information or record in good
29		faith; and
30		(3) the person satisfies the requirements imposed on a
31		limited partner by Section 304(b).
32		(d) The limited partnership shall respond to a demand made
33		pursuant to subsection (c) in the same manner as provided in
34		Section 304(c).

1		(e) If a general partner dies, Section 704 applies.
2		(f) The limited partnership may impose reasonable
3		restrictions on the use of information under this Section. In
4		any dispute concerning the reasonableness of a restriction
5		under this subsection, the limited partnership has the burden
6		of proving reasonableness.
7		(g) A limited partnership may charge a person dissociated
8		as a general partner that makes a demand under this Section
9		reasonable costs of copying, limited to the costs of labor and
10		material.
11		(h) A general partner or person dissociated as a general
12		partner may exercise the rights under this Section through an
13		attorney or other agent. Any restriction imposed under
14		subsection (f) or by the partnership agreement applies both to
15		the attorney or other agent and to the general partner or
16		person dissociated as a general partner.
17		(i) The rights under this Section do not extend to a person
18		as transferee, but the rights under subsection (c) of a person
19		dissociated as a general may be exercised by the legal
20		representative of an individual who dissociated as a general
21		partner under Section 603(7)(B) or (C).

22		Section 408. General standards of general partner's
23		conduct.
24		(a) The fiduciary duties that a general partner has to the
25		limited partnership and the other partners include the duties
26		of loyalty and care under subsections (b) and (c).
27		(b) A general partner's duty of loyalty to the limited
28		partnership and the other partners includes the following:
29		(1) to account to the limited partnership and hold as
30		trustee for it any property, profit, or benefit derived by
31		the general partner in the conduct and winding up of the
32		limited partnership's activities or derived from a use by
33		the general partner of limited partnership property,

1		including the appropriation of a limited partnership
2		opportunity;
3		(2) to act fairly when dealing with the limited
4		partnership in the conduct or winding up of the limited
5		partnership's activities as or on behalf of a party having
6		an interest adverse to the limited partnership; and
7		(3) to refrain from competing with the limited
8		partnership in the conduct or winding up of the limited
9		partnership's activities.
10		(c) A general partner's duty of care to the limited
11		partnership and the other partners in the conduct and winding
12		up of the limited partnership's activities is limited to
13		refraining from engaging in grossly negligent or reckless
14		conduct, intentional misconduct, or a knowing violation of law.
15		(d) A general partner shall discharge the duties to the
16		partnership and the other partners under this Act or under the
17		partnership agreement and exercise any rights consistently
18		with the obligation of good faith and fair dealing.
19		(e) A general partner does not violate a duty or obligation
20		under this Act or under the partnership agreement merely
21		because the general partner's conduct furthers the general
22		partner's own interest.

ARTICLE 5 CONTRIBUTIONS AND DISTRIBUTIONS

25		Section 501. Form of contribution. A contribution of a
26		partner may consist of tangible or intangible property or other
27		benefit to the limited partnership, including money, services
28		performed, promissory notes, other agreements to contribute
29		cash or property, and contracts for services to be performed.

30		Section 502. Liability for contribution.
31		(a) A partner's obligation to contribute money or other

1		property or other benefit to, or to perform services for, a
2		limited partnership is not excused by the partner's death,
3		disability, or other inability to perform personally.
4		(b) If a partner does not make a promised non-monetary
5		contribution, the partner is obligated at the option of the
6		limited partnership to contribute money equal to that portion
7		of the value, as stated in the required information, of the
8		stated contribution which has not been made.
9		(c) The obligation of a partner to make a contribution or
10		return money or other property paid or distributed in violation
11		of this Act may be compromised only by consent of all partners.
12		A creditor of a limited partnership which extends credit or
13		otherwise acts in reliance on an obligation described in
14		subsection (a), without notice of any compromise under this
15		subsection, may enforce the original obligation.

16		Section 503. Sharing of distributions. A distribution by a
17		limited partnership must be shared among the partners on the
18		basis of the value, as stated in the required records when the
19		limited partnership decides to make the distribution, of the
20		contributions the limited partnership has received from each
21		partner.

22		Section 504. Interim distributions. A partner does not have
23		a right to any distribution before the dissolution and winding
24		up of the limited partnership unless the limited partnership
25		decides to make an interim distribution.

26		Section 505. No distribution on account of dissociation. A
27		person does not have a right to receive a distribution on
28		account of dissociation.

29		Section 506. Distribution in kind. A partner does not have
30		a right to demand or receive any distribution from a limited

1		partnership in any form other than cash. Subject to Section
2		812(b), a limited partnership may distribute an asset in kind
3		to the extent each partner receives a percentage of the asset
4		equal to the partner's share of distributions.

5		Section 507. Right to distribution. When a partner or
6		transferee becomes entitled to receive a distribution, the
7		partner or transferee has the status of, and is entitled to all
8		remedies available to, a creditor of the limited partnership
9		with respect to the distribution. However, the limited
10		partnership's obligation to make a distribution is subject to
11		offset for any amount owed to the limited partnership by the
12		partner or dissociated partner on whose account the
13		distribution is made.

14		Section 508. Limitations on distribution.
15		(a) A limited partnership may not make a distribution in
16		violation of the partnership agreement.
17		(b) A limited partnership may not make a distribution if
18		after the distribution:
19		(1) the limited partnership would not be able to pay
20		its debts as they become due in the ordinary course of the
21		limited partnership's activities; or
22		(2) the limited partnership's total assets would be
23		less than the sum of its total liabilities plus the amount
24		that would be needed, if the limited partnership were to be
25		dissolved, wound up, and terminated at the time of the
26		distribution, to satisfy the preferential rights upon
27		dissolution, winding up, and termination of partners whose
28		preferential rights are superior to those of persons
29		receiving the distribution.
30		(c) A limited partnership may base a determination that a
31		distribution is not prohibited under subsection (b) on
32		financial statements prepared on the basis of accounting

1		practices and principles that are reasonable in the
2		circumstances or on a fair valuation or other method that is
3		reasonable in the circumstances.
4		(d) Except as otherwise provided in subsection (g), the
5		effect of a distribution under subsection (b) is measured:
6		(1) in the case of distribution by purchase,
7		redemption, or other acquisition of a transferable
8		interest in the limited partnership, as of the date money
9		or other property is transferred or debt incurred by the
10		limited partnership; and
11		(2) in all other cases, as of the date:
12		(A) the distribution is authorized, if the payment
13		occurs within 120 days after that date; or
14		(B) the payment is made, if payment occurs more
15		than 120 days after the distribution is authorized.
16		(e) A limited partnership's indebtedness to a partner
17		incurred by reason of a distribution made in accordance with
18		this Section is at parity with the limited partnership's
19		indebtedness to its general, unsecured creditors.
20		(f) A limited partnership's indebtedness, including
21		indebtedness issued in connection with or as part of a
22		distribution, is not considered a liability for purposes of
23		subsection (b) if the terms of the indebtedness provide that
24		payment of principal and interest are made only to the extent
25		that a distribution could then be made to partners under this
26		Section.
27		(g) If indebtedness is issued as a distribution, each
28		payment of principal or interest on the indebtedness is treated
29		as a distribution, the effect of which is measured on the date
30		the payment is made.

31		Section 509. Liability for improper distributions.
32		(a) A general partner that consents to a distribution made
33		in violation of Section 508 is personally liable to the limited

1		partnership for the amount of the distribution which exceeds
2		the amount that could have been distributed without the
3		violation if it is established that in consenting to the
4		distribution the general partner failed to comply with Section
5		408.
6		(b) A partner or transferee that received a distribution
7		knowing that the distribution to that partner or transferee was
8		made in violation of Section 508 is personally liable to the
9		limited partnership but only to the extent that the
10		distribution received by the partner or transferee exceeded the
11		amount that could have been properly paid under Section 508.
12		(c) A general partner against which an action is commenced
13		under subsection (a) may:
14		(1) implead in the action any other person that is
15		liable under subsection (a) and compel contribution from
16		the person; and
17		(2) implead in the action any person that received a
18		distribution in violation of subsection (b) and compel
19		contribution from the person in the amount the person
20		received in violation of subsection (b).
21		(d) An action under this Section is barred if it is not
22		commenced within two years after the distribution.

ARTICLE 6 DISSOCIATION

25		Section 601. Dissociation as limited partner.
26		(a) A person does not have a right to dissociate as a
27		limited partner before the termination of the limited
28		partnership.
29		(b) A person is dissociated from a limited partnership as a
30		limited partner upon the occurrence of any of the following
31		events:
32		(1) the limited partnership's having notice of the

1		person's express will to withdraw as a limited partner or
2		on a later date specified by the person;
3		(2) an event agreed to in the partnership agreement as
4		causing the person's dissociation as a limited partner;
5		(3) the person's expulsion as a limited partner
6		pursuant to the partnership agreement;
7		(4) the person's expulsion as a limited partner by the
8		unanimous consent of the other partners if:
9		(A) it is unlawful to carry on the limited
10		partnership's activities with the person as a limited
11		partner;
12		(B) there has been a transfer of all of the
13		person's transferable interest in the limited
14		partnership, other than a transfer for security
15		purposes, or a court order charging the person's
16		interest, which has not been foreclosed;
17		(C) the person is a corporation and, within 90 days
18		after the limited partnership notifies the person that
19		it will be expelled as a limited partner because it has
20		filed a certificate of dissolution or the equivalent,
21		its charter has been revoked, or its right to conduct
22		business has been suspended by the jurisdiction of its
23		incorporation, there is no revocation of the
24		certificate of dissolution or no reinstatement of its
25		charter or its right to conduct business; or
26		(D) the person is a limited liability company or
27		partnership that has been dissolved and whose business
28		is being wound up;
29		(5) on application by the limited partnership, the
30		person's expulsion as a limited partner by judicial order
31		because:
32		(A) the person engaged in wrongful conduct that
33		adversely and materially affected the limited
34		partnership's activities;

1		(B) the person willfully or persistently committed
2		a material breach of the partnership agreement or of
3		the obligation of good faith and fair dealing under
4		Section 305(b); or
5		(C) the person engaged in conduct relating to the
6		limited partnership's activities which makes it not
7		reasonably practicable to carry on the activities with
8		the person as limited partner;
9		(6) in the case of a person who is an individual, the
10		person's death;
11		(7) in the case of a person that is a trust or is
12		acting as a limited partner by virtue of being a trustee of
13		a trust, distribution of the trust's entire transferable
14		interest in the limited partnership, but not merely by
15		reason of the substitution of a successor trustee;
16		(8) in the case of a person that is an estate or is
17		acting as a limited partner by virtue of being a personal
18		representative of an estate, distribution of the estate's
19		entire transferable interest in the limited partnership,
20		but not merely by reason of the substitution of a successor
21		personal representative;
22		(9) termination of a limited partner that is not an
23		individual, partnership, limited liability company,
24		corporation, trust, or estate;
25		(10) the limited partnership's participation in a
26		conversion or merger under Article 11, if the limited
27		partnership:
28		(A) is not the converted or surviving entity; or
29		(B) is the converted or surviving entity but, as a
30		result of the conversion or merger, the person ceases
31		to be a limited partner.

32		Section 602. Effect of dissociation as limited partner.
33		(a) Upon a person's dissociation as a limited partner:

1		(1) subject to Section 704, the person does not have
2		further rights as a limited partner;
3		(2) the person's obligation of good faith and fair
4		dealing as a limited partner under Section 305(b) continues
5		only as to matters arising and events occurring before the
6		dissociation; and
7		(3) subject to Section 704 and Article 11, any
8		transferable interest owned by the person in the person's
9		capacity as a limited partner immediately before
10		dissociation is owned by the person as a mere transferee.
11		(b) A person's dissociation as a limited partner does not
12		of itself discharge the person from any obligation to the
13		limited partnership or the other partners which the person
14		incurred while a limited partner.

15		Section 603. Dissociation as general partner. A person is
16		dissociated from a limited partnership as a general partner
17		upon the occurrence of any of the following events:
18		(1) the limited partnership's having notice of the
19		person's express will to withdraw as a general partner or
20		on a later date specified by the person;
21		(2) an event agreed to in the partnership agreement as
22		causing the person's dissociation as a general partner;
23		(3) the person's expulsion as a general partner
24		pursuant to the partnership agreement;
25		(4) the person's expulsion as a general partner by the
26		unanimous consent of the other partners if:
27		(A) it is unlawful to carry on the limited
28		partnership's activities with the person as a general
29		partner;
30		(B) there has been a transfer of all or
31		substantially all of the person's transferable
32		interest in the limited partnership, other than a
33		transfer for security purposes, or a court order

1		charging the person's interest, which has not been
2		foreclosed;
3		(C) the person is a corporation and, within 90 days
4		after the limited partnership notifies the person that
5		it will be expelled as a general partner because it has
6		filed a certificate of dissolution or the equivalent,
7		its charter has been revoked, or its right to conduct
8		business has been suspended by the jurisdiction of its
9		incorporation, there is no revocation of the
10		certificate of dissolution or no reinstatement of its
11		charter or its right to conduct business; or
12		(D) the person is a limited liability company or
13		partnership that has been dissolved and whose business
14		is being wound up;
15		(5) on application by the limited partnership, the
16		person's expulsion as a general partner by judicial
17		determination because:
18		(A) the person engaged in wrongful conduct that
19		adversely and materially affected the limited
20		partnership activities;
21		(B) the person willfully or persistently committed
22		a material breach of the partnership agreement or of a
23		duty owed to the partnership or the other partners
24		under Section 408; or
25		(C) the person engaged in conduct relating to the
26		limited partnership's activities which makes it not
27		reasonably practicable to carry on the activities of
28		the limited partnership with the person as a general
29		partner;
30		(6) the person's:
31		(A) becoming a debtor in bankruptcy;
32		(B) execution of an assignment for the benefit of
33		creditors;
34		(C) seeking, consenting to, or acquiescing in the

1		appointment of a trustee, receiver, or liquidator of
2		the person or of all or substantially all of the
3		person's property; or
4		(D) failure, within 90 days after the appointment,
5		to have vacated or stayed the appointment of a trustee,
6		receiver, or liquidator of the general partner or of
7		all or substantially all of the person's property
8		obtained without the person''s consent or
9		acquiescence, or failing within 90 days after the
10		expiration of a stay to have the appointment vacated;
11		(7) in the case of a person who is an individual:
12		(A) the person's death;
13		(B) the appointment of a guardian or general
14		conservator for the person; or
15		(C) a judicial determination that the person has
16		otherwise become incapable of performing the person's
17		duties as a general partner under the partnership
18		agreement;
19		(8) in the case of a person that is a trust or is
20		acting as a general partner by virtue of being a trustee of
21		a trust, distribution of the trust's entire transferable
22		interest in the limited partnership, but not merely by
23		reason of the substitution of a successor trustee;
24		(9) in the case of a person that is an estate or is
25		acting as a general partner by virtue of being a personal
26		representative of an estate, distribution of the estate's
27		entire transferable interest in the limited partnership,
28		but not merely by reason of the substitution of a successor
29		personal representative;
30		(10) termination of a general partner that is not an
31		individual, partnership, limited liability company,
32		corporation, trust, or estate; or
33		(11) the limited partnership's participation in a
34		conversion or merger under Article 11, if the limited

1		partnership:
2		(A) is not the converted or surviving entity; or
3		(B) is the converted or surviving entity but, as a
4		result of the conversion or merger, the person ceases
5		to be a general partner.

6		Section 604. Person's to dissociate as general partner;
7		wrongful dissociation.
8		(a) A person has the power to dissociate as a general
9		partner at any time, rightfully or wrongfully, by express will
10		pursuant to Section 603(1).
11		(b) A person's dissociation as a general partner is
12		wrongful only if:
13		(1) it is in breach of an express provision of the
14		partnership agreement; or
15		(2) it occurs before the termination of the limited
16		partnership, and:
17		(A) the person withdraws as a general partner by
18		express will;
19		(B) the person is expelled as a general partner by
20		judicial determination under Section 603(5);
21		(C) the person is dissociated as a general partner
22		by becoming a debtor in bankruptcy; or
23		(D) in the case of a person that is not an
24		individual, trust other than a business trust, or
25		estate, the person is expelled or otherwise
26		dissociated as a general partner because it willfully
27		dissolved or terminated.
28		(c) A person that wrongfully dissociates as a general
29		partner is liable to the limited partnership and, subject to
30		Section 1001, to the other partners for damages caused by the
31		dissociation. The liability is in addition to any other
32		obligation of the general partner to the limited partnership or
33		to the other partners.

1		Section 605. Effect of dissociation as general partner.
2		(a) Upon a person's dissociation as a general partner:
3		(1) the person's right to participate as a general
4		partner in the management and conduct of the partnership's
5		activities terminates;
6		(2) except as provided in clause (3), the person's
7		fiduciary duties as a general partner terminate;
8		(3) the person's duty of loyalty as a general partner
9		under Section 408(b)(1) and (2) and duty of care under
10		Section 408(c) continue only with regard to matters arising
11		and events occurring before the person's dissociation as a
12		general partner;
13		(4) the person may sign and deliver to the Secretary of
14		State for filing a statement of dissociation pertaining to
15		the person and, at the request of the limited partnership,
16		shall sign an amendment to the certificate of limited
17		partnership which states that the person has dissociated;
18		and
19		(5) subject to Section 704 and Article 11, any
20		transferable interest owned by the person immediately
21		before dissociation in the person's capacity as a general
22		partner is owned by the person as a mere transferee.
23		(b) A person's dissociation as a general partner does not
24		of itself discharge the person from any obligation to the
25		limited partnership or the other partners which the person
26		incurred while a general partner.

27		Section 606. Power to bind and liability to limited
28		partnership before dissolution of partnership of person
29		dissociated as general partner.
30		(a) After a person is dissociated as a general partner and
31		before the limited partnership is dissolved, converted under
32		Article 11, or merged out of existence under Article 11, the

1		limited partnership is bound by an act of the person only if:
2		(1) the act would have bound the limited partnership
3		under Section 402 before the dissociation; and
4		(2) at the time the other party enters into the
5		transaction:
6		(A) less than two years has passed since the
7		dissociation; and
8		(B) the other party does not have notice of the
9		dissociation and reasonably believes that the person
10		is a general partner.
11		(b) If a limited partnership is bound under subsection (a),
12		the person dissociated as a general partner which caused the
13		limited partnership to be bound is liable:
14		(1) to the limited partnership for any damage caused to
15		the limited partnership arising from the obligation
16		incurred under subsection (a); and
17		(2) if a general partner or another person dissociated
18		as a general partner is liable for the obligation, to the
19		general partner or other person for any damage caused to
20		the general partner or other person arising from the
21		liability.

22		Section 607. Liability to other persons of person
23		dissociated as general partner.
24		(a) A person's dissociation as a general partner does not
25		of itself discharge the person's liability as a general partner
26		for an obligation of the limited partnership incurred before
27		dissociation. Except as otherwise provided in subsections (b)
28		and (c), the person is not liable for a limited partnership's
29		obligation incurred after dissociation.
30		(b) A person whose dissociation as a general partner
31		resulted in a dissolution and winding up of the limited
32		partnership's activities is liable to the same extent as a
33		general partner under Section 404 on an obligation incurred by

1		the limited partnership under Section 804.
2		(c) A person that has dissociated as a general partner but
3		whose dissociation did not result in a dissolution and winding
4		up of the limited partnership's activities is liable on a
5		transaction entered into by the limited partnership after the
6		dissociation only if:
7		(1) a general partner would be liable on the
8		transaction; and
9		(2) at the time the other party enters into the
10		transaction:
11		(A) less than two years has passed since the
12		dissociation; and
13		(B) the other party does not have notice of the
14		dissociation and reasonably believes that the person
15		is a general partner.
16		(d) By agreement with a creditor of a limited partnership
17		and the limited partnership, a person dissociated as a general
18		partner may be released from liability for an obligation of the
19		limited partnership.
20		(e) A person dissociated as a general partner is released
21		from liability for an obligation of the limited partnership if
22		the limited partnership's creditor, with notice of the person's
23		dissociation as a general partner but without the person's
24		consent, agrees to a material alteration in the nature or time
25		of payment of the obligation.

ARTICLE 7 TRANSFERABLE INTERESTS AND RIGHTS

OF TRANSFEREES AND CREDITORS

29		Section 701. Partner's transferable interest. The only
30		interest of a partner which is transferable is the partner's
31		transferable interest. A transferable interest is personal
32		property.

1		Section 702. Transfer of partner's transferable interest.
2		(a) A transfer, in whole or in part, of a partner's
3		transferable interest:
4		(1) is permissible;
5		(2) does not by itself cause the partner's dissociation
6		or a dissolution and winding up of the limited
7		partnership's activities; and
8		(3) does not, as against the other partners or the
9		limited partnership, entitle the transferee to participate
10		in the management or conduct of the limited partnership's
11		activities, to require access to information concerning
12		the limited partnership's transactions except as otherwise
13		provided in subsection (c), or to inspect or copy the
14		required information or the limited partnership's other
15		records.
16		(b) A transferee has a right to receive, in accordance with
17		the transfer:
18		(1) distributions to which the transferor would
19		otherwise be entitled; and
20		(2) upon the dissolution and winding up of the limited
21		partnership's activities the net amount otherwise
22		distributable to the transferor.
23		(c) In a dissolution and winding up, a transferee is
24		entitled to an account of the limited partnership's
25		transactions only from the date of dissolution.
26		(d) Upon transfer, the transferor retains the rights of a
27		partner other than the interest in distributions transferred
28		and retains all duties and obligations of a partner.
29		(e) A limited partnership need not give effect to a
30		transferee's rights under this Section until the limited
31		partnership has notice of the transfer.
32		(f) A transfer of a partner's transferable interest in the
33		limited partnership in violation of a restriction on transfer

1		contained in the partnership agreement is ineffective as to a
2		person having notice of the restriction at the time of
3		transfer.
4		(g) A transferee that becomes a partner with respect to a
5		transferable interest is liable for the transferor's
6		obligations under Sections 502 and 509. However, the transferee
7		is not obligated for liabilities unknown to the transferee at
8		the time the transferee became a partner.

9		Section 703. Rights of creditor of partner or transferee.
10		(a) On application to a court of competent jurisdiction by
11		any judgment creditor of a partner or transferee, the court may
12		charge the transferable interest of the judgment debtor with
13		payment of the unsatisfied amount of the judgment with
14		interest. To the extent so charged, the judgment creditor has
15		only the rights of a transferee. The court may appoint a
16		receiver of the share of the distributions due or to become due
17		to the judgment debtor in respect of the partnership and make
18		all other orders, directions, accounts, and inquiries the
19		judgment debtor might have made or which the circumstances of
20		the case may require to give effect to the charging order.
21		(b) A charging order constitutes a lien on the judgment
22		debtor's transferable interest. The court may order a
23		foreclosure upon the interest subject to the charging order at
24		any time. The purchaser at the foreclosure sale has the rights
25		of a transferee.
26		(c) At any time before foreclosure, an interest charged may
27		be redeemed:
28		(1) by the judgment debtor;
29		(2) with property other than limited partnership
30		property, by one or more of the other partners; or
31		(3) with limited partnership property, by the limited
32		partnership with the consent of all partners whose
33		interests are not so charged.

1		(d) This Act does not deprive any partner or transferee of
2		the benefit of any exemption laws applicable to the partner's
3		or transferee's transferable interest.
4		(e) This Section provides the exclusive remedy by which a
5		judgment creditor of a partner or transferee may satisfy a
6		judgment out of the judgment debtor's transferable interest.

7		Section 704. Power of estate of deceased partner. If a
8		partner dies, the deceased partner's personal representative
9		or other legal representative may exercise the rights of a
10		transferee as provided in Section 702 and, for the purposes of
11		settling the estate, may exercise the rights of a current
12		limited partner under Section 304.

ARTICLE 8 DISSOLUTION

15		Section 801. Nonjudicial dissolution. Except as otherwise
16		provided in Section 802, a limited partnership is dissolved,
17		and its activities must be wound up, only upon the occurrence
18		of any of the following:
19		(1) the happening of an event specified in the
20		partnership agreement;
21		(2) the consent of all general partners and of limited
22		partners owning a majority of the rights to receive
23		distributions as limited partners at the time the consent
24		is to be effective;
25		(3) after the dissociation of a person as a general
26		partner:
27		(A) if the limited partnership has at least one
28		remaining general partner, the consent to dissolve the
29		limited partnership given within 90 days after the
30		dissociation by partners owning a majority of the

1		rights to receive distributions as partners at the time
2		the consent is to be effective; or
3		(B) if the limited partnership does not have a
4		remaining general partner, the passage of 90 days after
5		the dissociation, unless before the end of the period:
6		(i) consent to continue the activities of the
7		limited partnership and admit at least one general
8		partner is given by limited partners owning a
9		majority of the rights to receive distributions as
10		limited partners at the time the consent is to be
11		effective; and
12		(ii) at least one person is admitted as a
13		general partner in accordance with the consent;
14		(4) the passage of 90 days after the dissociation of
15		the limited partnership's last limited partner, unless
16		before the end of the period the limited partnership admits
17		at least one limited partner; or
18		(5) the signing and filing of a declaration of
19		dissolution by the Secretary of State under Section 809(c).

20		Section 802. Judicial dissolution. On application by a
21		partner the circuit court may order dissolution of a limited
22		partnership if it is not reasonably practicable to carry on the
23		activities of the limited partnership in conformity with the
24		partnership agreement.

25		Section 803. Winding up.
26		(a) A limited partnership continues after dissolution only
27		for the purpose of winding up its activities.
28		(b) In winding up its activities, the limited partnership:
29		(1) may amend its certificate of limited partnership to
30		state that the limited partnership is dissolved, preserve
31		the limited partnership business or property as a going
32		concern for a reasonable time, prosecute and defend actions

1		and proceedings, whether civil, criminal, or
2		administrative, transfer the limited partnership's
3		property, settle disputes by mediation or arbitration,
4		file a statement of termination as provided in Section 203,
5		and perform other necessary acts; and
6		(2) shall discharge the limited partnership's
7		liabilities, settle and close the limited partnership's
8		activities, and marshal and distribute the assets of the
9		partnership.
10		(c) If a dissolved limited partnership does not have a
11		general partner, a person to wind up the dissolved limited
12		partnership's activities may be appointed by the consent of
13		limited partners owning a majority of the rights to receive
14		distributions as limited partners at the time the consent is to
15		be effective. A person appointed under this subsection:
16		(1) has the powers of a general partner under Section
17		804; and
18		(2) shall promptly amend the certificate of limited
19		partnership to state:
20		(A) that the limited partnership does not have a
21		general partner;
22		(B) the name of the person that has been appointed
23		to wind up the limited partnership; and
24		(C) the street and mailing address of the person.
25		(d) On the application of any partner, the circuit court
26		may order judicial supervision of the winding up, including the
27		appointment of a person to wind up the dissolved limited
28		partnership's activities, if:
29		(1) a limited partnership does not have a general
30		partner and within a reasonable time following the
31		dissolution no person has been appointed pursuant to
32		subsection (c); or
33		(2) the applicant establishes other good cause.

1		Section 804. Power of general partner and person
2		dissociated as general partner to bind partnership after
3		dissolution.
4		(a) A limited partnership is bound by a general partner's
5		act after dissolution which:
6		(1) is appropriate for winding up the limited
7		partnership's activities; or
8		(2) would have bound the limited partnership under
9		Section 402 before dissolution, if, at the time the other
10		party enters into the transaction, the other party does not
11		have notice of the dissolution.
12		(b) A person dissociated as a general partner binds a
13		limited partnership through an act occurring after dissolution
14		if:
15		(1) at the time the other party enters into the
16		transaction:
17		(A) less than two years has passed since the
18		dissociation; and
19		(B) the other party does not have notice of the
20		dissociation and reasonably believes that the person
21		is a general partner; and
22		(2) the act:
23		(A) is appropriate for winding up the limited
24		partnership's activities; or
25		(B) would have bound the limited partnership under
26		Section 402 before dissolution and at the time the
27		other party enters into the transaction the other party
28		does not have notice of the dissolution.

29		Section 805. Liability after dissolution of general
30		partner and person dissociated as general partner to limited
31		partnership, other general partners, and persons dissociated
32		as general partner.
33		(a) If a general partner having knowledge of the

1		dissolution causes a limited partnership to incur an obligation
2		under Section 804(a) by an act that is not appropriate for
3		winding up the partnership's activities, the general partner is
4		liable:
5		(1) to the limited partnership for any damage caused to
6		the limited partnership arising from the obligation; and
7		(2) if another general partner or a person dissociated as a
8		general partner is liable for the obligation, to that other
9		general partner or person for any damage caused to that
10		other general partner or person arising from the liability.
11		(b) If a person dissociated as a general partner causes a
12		limited partnership to incur an obligation under Section
13		804(b), the person is liable:
14		(1) to the limited partnership for any damage caused to
15		the limited partnership arising from the obligation; and
16		(2) if a general partner or another person dissociated
17		as a general partner is liable for the obligation, to the
18		general partner or other person for any damage caused to
19		the general partner or other person arising from the
20		liability.

21		Section 806. Known claims against dissolved limited
22		partnership.
23		(a) A dissolved limited partnership may dispose of the
24		known claims against it by following the procedure described in
25		subsection (b).
26		(b) A dissolved limited partnership may notify its known
27		claimants of the dissolution in a record. The notice must:
28		(1) specify the information required to be included in
29		a claim;
30		(2) provide a mailing address to which the claim is to
31		be sent;
32		(3) state the deadline for receipt of the claim, which
33		may not be less than 120 days after the date the notice is

1		received by the claimant;
2		(4) state that the claim will be barred if not received
3		by the deadline; and
4		(5) unless the limited partnership has been throughout
5		its existence a limited liability limited partnership,
6		state that the barring of a claim against the limited
7		partnership will also bar any corresponding claim against
8		any general partner or person dissociated as a general
9		partner which is based on Section 404.
10		(c) A claim against a dissolved limited partnership is
11		barred if the requirements of subsection (b) are met and:
12		(1) the claim is not received by the specified
13		deadline; or
14		(2) in the case of a claim that is timely received but
15		rejected by the dissolved limited partnership, the
16		claimant does not commence an action to enforce the claim
17		against the limited partnership within 90 days after the
18		receipt of the notice of the rejection.
19		(d) This Section does not apply to a claim based on an
20		event occurring after the effective date of dissolution or a
21		liability that is contingent on that date.

22		Section 807. Other claims against dissolved limited
23		partnership.
24		(a) A dissolved limited partnership may publish notice of
25		its dissolution and request persons having claims against the
26		limited partnership to present them in accordance with the
27		notice.
28		(b) The notice must:
29		(1) be published at least once in a newspaper of
30		general circulation in the county in which the dissolved
31		limited partnership's principal office is located or, if it
32		has none in this State, in the county in which the limited
33		partnership's designated office is or was last located;

1		(2) describe the information required to be contained
2		in a claim and provide a mailing address to which the claim
3		is to be sent;
4		(3) state that a claim against the limited partnership
5		is barred unless an action to enforce the claim is
6		commenced within five years after publication of the
7		notice; and
8		(4) unless the limited partnership has been throughout
9		its existence a limited liability limited partnership,
10		state that the barring of a claim against the limited
11		partnership will also bar any corresponding claim against
12		any general partner or person dissociated as a general
13		partner which is based on Section 404.
14		(c) If a dissolved limited partnership publishes a notice
15		in accordance with subsection (b), the claim of each of the
16		following claimants is barred unless the claimant commences an
17		action to enforce the claim against the dissolved limited
18		partnership within five years after the publication date of the
19		notice:
20		(1) a claimant that did not receive notice in a record
21		under Section 806;
22		(2) a claimant whose claim was timely sent to the
23		dissolved limited partnership but not acted on; and
24		(3) a claimant whose claim is contingent or based on an
25		event occurring after the effective date of dissolution.
26		(d) A claim not barred under this Section may be enforced:
27		(1) against the dissolved limited partnership, to the
28		extent of its undistributed assets;
29		(2) if the assets have been distributed in liquidation,
30		against a partner or transferee to the extent of that
31		person's proportionate share of the claim or the limited
32		partnership's assets distributed to the partner or
33		transferee in liquidation, whichever is less, but a
34		person's total liability for all claims under this

1		paragraph does not exceed the total amount of assets
2		distributed to the person as part of the winding up of the
3		dissolved limited partnership; or
4		(3) against any person liable on the claim under
5		Section 404.

6		Section 808. Liability of general partner and person
7		dissociated as general partner when claim against limited
8		partnership barred. If a claim against a dissolved limited
9		partnership is barred under Section 806 or 807, any
10		corresponding claim under Section 404 is also barred.

11		Section 809. Administrative dissolution.
12		(a) The Secretary of State may dissolve a limited
13		partnership administratively if the limited partnership does
14		not, within 60 days after the due date:
15		(1) pay any fee, tax, or penalty due to the Secretary
16		of State under this Act or other law; or
17		(2) deliver its annual report to the Secretary of
18		State.
19		(b) If the Secretary of State determines that a ground
20		exists for administratively dissolving a limited partnership,
21		the Secretary of State shall file a record of the determination
22		and serve the limited partnership with a copy of the filed
23		record.
24		(c) If within 60 days after service of the copy the limited
25		partnership does not correct each ground for dissolution or
26		demonstrate to the reasonable satisfaction of the Secretary of
27		State that each ground determined by the Secretary of State
28		does not exist, the Secretary of State shall administratively
29		dissolve the limited partnership by preparing, signing and
30		filing a declaration of dissolution that states the grounds for
31		dissolution. The Secretary of State shall serve the limited
32		partnership with a copy of the filed declaration.

1		(d) A limited partnership administratively dissolved
2		continues its existence but may carry on only activities
3		necessary to wind up its activities and liquidate its assets
4		under Sections 803 and 812 and to notify claimants under
5		Sections 806 and 807.
6		(e) The administrative dissolution of a limited
7		partnership does not terminate the authority of its agent for
8		service of process.

9		Section 810. Reinstatement following administrative
10		dissolution.
11		(a) A limited partnership that has been administratively
12		dissolved may apply to the Secretary of State for reinstatement
13		after the effective date of dissolution. The application must
14		be delivered to the Secretary of State for filing and state:
15		(1) the name of the limited partnership and the
16		effective date of its administrative dissolution;
17		(2) that the grounds for dissolution either did not
18		exist or have been eliminated; and
19		(3) that the limited partnership's name satisfies the
20		requirements of Section 108.
21		(b) If the Secretary of State determines that an
22		application contains the information required by subsection
23		(a) and that the information is correct, the Secretary of State
24		shall prepare a declaration of reinstatement that states this
25		determination, sign, and file the original of the declaration
26		of reinstatement, and serve the limited partnership with a
27		copy.
28		(c) When reinstatement becomes effective, it relates back
29		to and takes effect as of the effective date of the
30		administrative dissolution and the limited partnership may
31		resume its activities as if the administrative dissolution had
32		never occurred.

1		Section 811. Appeal from denial of reinstatement.
2		(a) If the Secretary of State denies a limited
3		partnership's application for reinstatement following
4		administrative dissolution, the Secretary of State shall
5		prepare, sign and file a notice that explains the reason or
6		reasons for denial and serve the limited partnership with a
7		copy of the notice.
8		(b) Within 30 days after service of the notice of denial,
9		the limited partnership may appeal from the denial of
10		reinstatement by petitioning the Circuit Court of Sangamon
11		County to set aside the dissolution. The petition must be
12		served on the Secretary of State and contain a copy of the
13		Secretary of State's declaration of dissolution, the limited
14		partnership's application for reinstatement, and the Secretary
15		of State's notice of denial.
16		(c) The court may summarily order the Secretary of State to
17		reinstate the dissolved limited partnership or may take other
18		action the court considers appropriate.

19		Section 812. Disposition of assets; when contributions
20		required.
21		(a) In winding up a limited partnership's activities, the
22		assets of the limited partnership, including the contributions
23		required by this Section, must be applied to satisfy the
24		limited partnership's obligations to creditors, including, to
25		the extent permitted by law, partners that are creditors.
26		(b) Any surplus remaining after the limited partnership
27		complies with subsection (a) must be paid in cash as a
28		distribution.
29		(c) If a limited partnership's assets are insufficient to
30		satisfy all of its obligations under subsection (a), with
31		respect to each unsatisfied obligation incurred when the
32		limited partnership was not a limited liability limited
33		partnership, the following rules apply:

1		(1) Each person that was a general partner when the
2		obligation was incurred and that has not been released from
3		the obligation under Section 607 shall contribute to the
4		limited partnership for the purpose of enabling the limited
5		partnership to satisfy the obligation. The contribution
6		due from each of those persons is in proportion to the
7		right to receive distributions in the capacity of general
8		partner in effect for each of those persons when the
9		obligation was incurred.
10		(2) If a person does not contribute the full amount
11		required under paragraph (1) with respect to an unsatisfied
12		obligation of the limited partnership, the other persons
13		required to contribute by paragraph (1) on account of the
14		obligation shall contribute the additional amount
15		necessary to discharge the obligation. The additional
16		contribution due from each of those other persons is in
17		proportion to the right to receive distributions in the
18		capacity of general partner in effect for each of those
19		other persons when the obligation was incurred.
20		(3) If a person does not make the additional
21		contribution required by paragraph (2), further additional
22		contributions are determined and due in the same manner as
23		provided in that paragraph.
24		(d) A person that makes an additional contribution under
25		subsection (c)(2) or (3) may recover from any person whose
26		failure to contribute under subsection (c)(1) or (2)
27		necessitated the additional contribution. A person may not
28		recover under this subsection more than the amount additionally
29		contributed. A person's liability under this subsection may not
30		exceed the amount the person failed to contribute.
31		(e) The estate of a deceased individual is liable for the
32		person's obligations under this Section.
33		(f) An assignee for the benefit of creditors of a limited
34		partnership or a partner, or a person appointed by a court to

1		represent creditors of a limited partnership or a partner, may
2		enforce a person's obligation to contribute under subsection
3		(c).

ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS

6		Section 901. Governing law.
7		(a) The laws of the State or other jurisdiction under which
8		a foreign limited partnership is organized govern relations
9		among the partners of the foreign limited partnership and
10		between the partners and the foreign limited partnership and
11		the liability of partners as partners for an obligation of the
12		foreign limited partnership.
13		(b) A foreign limited partnership may not be denied a
14		certificate of authority by reason of any difference between
15		the laws of the jurisdiction under which the foreign limited
16		partnership is organized and the laws of this State.
17		(c) A certificate of authority does not authorize a foreign
18		limited partnership to engage in any business or exercise any
19		power that a limited partnership may not engage in or exercise
20		in this State.

21		Section 902. Application for certificate of authority.
22		(a) A foreign limited partnership may apply for a
23		certificate of authority to transact business in this State by
24		delivering an application to the Secretary of State for filing.
25		The application must state:
26		(1) the name of the foreign limited partnership and, if
27		the name does not comply with Section 108, an alternate
28		name adopted pursuant to Section 905(a);
29		(2) the name of the State or other jurisdiction under
30		whose law the foreign limited partnership is organized;
31		(3) the street and mailing address of the foreign

1		limited partnership's principal office and, if the laws of
2		the jurisdiction under which the foreign limited
3		partnership is organized require the foreign limited
4		partnership to maintain an office in that jurisdiction, the
5		street and mailing address of the required office;
6		(4) the name and street and mailing address of the
7		foreign limited partnership's initial agent for service of
8		process in this State;
9		(5) the name and street and mailing address of each of
10		the foreign limited partnership's general partners; and
11		(6) whether the foreign limited partnership is a
12		foreign limited liability limited partnership.
13		(b) A foreign limited partnership shall deliver with the
14		completed application a certificate of existence or a record of
15		similar import signed by the Secretary of State or other
16		official having custody of the foreign limited partnership's
17		publicly filed records in the State or other jurisdiction under
18		whose law the foreign limited partnership is organized.

19		Section 903. Activities not constituting transacting
20		business.
21		(a) Activities of a foreign limited partnership which do
22		not constitute transacting business in this State within the
23		meaning of this Article include:
24		(1) maintaining, defending, and settling an action or
25		proceeding;
26		(2) holding meetings of its partners or carrying on any
27		other activity concerning its internal affairs;
28		(3) maintaining accounts in financial institutions;
29		(4) maintaining offices or agencies for the transfer,
30		exchange, and registration of the foreign limited
31		partnership's own securities or maintaining trustees or
32		depositories with respect to those securities;
33		(5) selling through independent contractors;

1		(6) soliciting or obtaining orders, whether by mail or
2		electronic means or through employees or agents or
3		otherwise, if the orders require acceptance outside this
4		State before they become contracts;
5		(7) creating or acquiring indebtedness, mortgages, or
6		security interests in real or personal property;
7		(8) securing or collecting debts or enforcing
8		mortgages or other security interests in property securing
9		the debts, and holding, protecting, and maintaining
10		property so acquired;
11		(9) conducting an isolated transaction that is
12		completed within 30 days and is not one in the course of
13		similar transactions of a like manner; and
14		(10) transacting business in interstate commerce.
15		(b) For purposes of this Article, the ownership in this
16		State of income-producing real property or tangible personal
17		property, other than property excluded under subsection (a),
18		constitutes transacting business in this State.
19		(c) This Section does not apply in determining the contacts
20		or activities that may subject a foreign limited partnership to
21		service of process, taxation, or regulation under any other law
22		of this State.

23		Section 904. Filing of certificate of authority. Unless the
24		Secretary of State determines that an application for a
25		certificate of authority does not comply with the filing
26		requirements of this Act, the Secretary of State, upon payment
27		of all filing fees, shall file the application, prepare, sign
28		and file a certificate of authority to transact business in
29		this State, and send a copy of the filed certificate, together
30		with a receipt for the fees, to the foreign limited partnership
31		or its representative.

32

Section 905. Noncomplying name of foreign limited

1		partnership.
2		(a) A foreign limited partnership whose name does not
3		comply with Section 108 may not obtain a certificate of
4		authority until it adopts, for the purpose of transacting
5		business in this State, an alternate name that complies with
6		Section 108. A foreign limited partnership that adopts an
7		alternate name under this subsection and then obtains a
8		certificate of authority with the name need not comply with the
9		Assumed Business Name Act and is deemed to be in compliance
10		with Section 108.5. After obtaining a certificate of authority
11		with an alternate name, a foreign limited partnership shall
12		transact business in this State under the name unless the
13		foreign limited partnership is authorized under the Assumed
14		Business Name Act to transact business in this State under
15		another name.
16		(b) If a foreign limited partnership authorized to transact
17		business in this State changes its name to one that does not
18		comply with Section 108, it may not thereafter transact
19		business in this State until it complies with subsection (a)
20		and obtains an amended certificate of authority.

21		Section 906. Revocation of certificate of authority.
22		(a) A certificate of authority of a foreign limited
23		partnership to transact business in this State may be revoked
24		by the Secretary of State in the manner provided in subsections
25		(b) and (c) if the foreign limited partnership does not:
26		(1) pay, within 60 days after the due date, any fee,
27		tax or penalty due to the Secretary of State under this Act
28		or other law;
29		(2) deliver, within 60 days after the due date, its
30		annual report required under Section 210;
31		(3) appoint and maintain an agent for service of
32		process as required by Section 114(b); or
33		(4) deliver for filing a statement of a change under

1		Section 115 within 30 days after a change has occurred in
2		the name or address of the agent.
3		(b) In order to revoke a certificate of authority, the
4		Secretary of State must prepare, sign, and file a notice of
5		revocation and send a copy to the foreign limited partnership's
6		agent for service of process in this State, or if the foreign
7		limited partnership does not appoint and maintain a proper
8		agent in this State, to the foreign limited partnership's
9		designated office. The notice must state:
10		(1) the revocation's effective date, which must be at
11		least 60 days after the date the Secretary of State sends
12		the copy; and
13		(2) the foreign limited partnership's failures to
14		comply with subsection (a) which are the reason for the
15		revocation.
16		(c) The authority of the foreign limited partnership to
17		transact business in this State ceases on the effective date of
18		the notice of revocation unless before that date the foreign
19		limited partnership cures each failure to comply with
20		subsection (a) stated in the notice. If the foreign limited
21		partnership cures the failures, the Secretary of State shall so
22		indicate on the filed notice.

23		Section 907. Cancellation of certificate of authority;
24		effect of failure to have certificate.
25		(a) In order to cancel its certificate of authority to
26		transact business in this State, a foreign limited partnership
27		must deliver to the Secretary of State for filing a notice of
28		cancellation. The certificate is canceled when the notice
29		becomes effective under Section 206.
30		(b) A foreign limited partnership transacting business in
31		this State may not maintain an action or proceeding in this
32		State unless it has a certificate of authority to transact
33		business in this State.

1		(c) The failure of a foreign limited partnership to have a
2		certificate of authority to transact business in this State
3		does not impair the validity of a contract or act of the
4		foreign limited partnership or prevent the foreign limited
5		partnership from defending an action or proceeding in this
6		State.
7		(d) A partner of a foreign limited partnership is not
8		liable for the obligations of the foreign limited partnership
9		solely by reason of the foreign limited partnership's having
10		transacted business in this State without a certificate of
11		authority.
12		(e) If a foreign limited partnership transacts business in
13		this State without a certificate of authority or cancels its
14		certificate of authority, it appoints the Secretary of State as
15		its agent for service of process for rights of action arising
16		out of the transaction of business in this State.

17		Section 908. Action by Attorney General. The Attorney
18		General may maintain an action to restrain a foreign limited
19		partnership from transacting business in this State in
20		violation of this Article.

ARTICLE 10 ACTIONS BY PARTNERS

23		Section 1001. Direct action by partner.
24		(a) Subject to subsection (b), a partner may maintain a
25		direct action against the limited partnership or another
26		partner for legal or equitable relief, with or without an
27		accounting as to the partnership's activities, to enforce the
28		rights and otherwise protect the interests of the partner,
29		including rights and interests under the partnership agreement
30		or this Act or arising independently of the partnership
31		relationship.

1		(b) A partner commencing a direct action under this Section
2		is required to plead and prove an actual or threatened injury
3		that is not solely the result of an injury suffered or
4		threatened to be suffered by the limited partnership.
5		(c) The accrual of, and any time limitation on, a right of
6		action for a remedy under this Section is governed by other
7		law. A right to an accounting upon a dissolution and winding up
8		does not revive a claim barred by law.

9		Section 1002. Derivative action. A partner may maintain a
10		derivative action to enforce a right of a limited partnership
11		if:
12		(1) the partner first makes a demand on the general
13		partners, requesting that they cause the limited
14		partnership to bring an action to enforce the right, and
15		the general partners do not bring the action within a
16		reasonable time; or
17		(2) a demand would be futile.

18		Section 1003. Proper plaintiff. A derivative action may be
19		maintained only by a person that is a partner at the time the
20		action is commenced and:
21		(1) that was a partner when the conduct giving rise to
22		the action occurred; or
23		(2) whose status as a partner devolved upon the person
24		by operation of law or pursuant to the terms of the
25		partnership agreement from a person that was a partner at
26		the time of the conduct.

27		Section 1004. Pleading. In a derivative action, the
28		complaint must state with particularity:
29		(1) the date and content of plaintiff's demand and the
30		general partners' response to the demand; or
31		(2) why demand should be excused as futile.

1		Section 1005. Proceeds and expenses.
2		(a) Except as otherwise provided in subsection (b):
3		(1) any proceeds or other benefits of a derivative
4		action, whether by judgment, compromise, or settlement,
5		belong to the limited partnership and not to the derivative
6		plaintiff;
7		(2) if the derivative plaintiff receives any proceeds,
8		the derivative plaintiff shall immediately remit them to
9		the limited partnership.
10		(b) If a derivative action is successful in whole or in
11		part, the court may award the plaintiff reasonable expenses,
12		including reasonable attorney's fees, from the recovery of the
13		limited partnership.

ARTICLE 11 CONVERSION AND MERGER

16		Section 1101. Definitions. In this Article:
17		(1) "Constituent limited partnership" means a constituent
18		organization that is a limited partnership.
19		(2) "Constituent organization" means an organization that
20		is party to a merger.
21		(3) "Converted organization" means the organization into
22		which a converting organization converts pursuant to Sections
23		1102 through 1105.
24		(4) "Converting limited partnership" means a converting
25		organization that is a limited partnership.
26		(5) "Converting organization" means an organization that
27		converts into another organization pursuant to Section 1102.
28		(6) "General partner" means a general partner of a limited
29		partnership.
30		(7) "Governing statute" of an organization means the
31		statute that governs the organization's internal affairs.

1		(8) "Organization" means a general partnership, including
2		a limited liability partnership; limited partnership,
3		including a limited liability limited partnership; limited
4		liability company; business trust; corporation; or any other
5		person having a governing statute. The term includes domestic
6		and foreign organizations whether or not organized for profit.
7		(9) "Organizational documents" means:
8		(A) for a domestic or foreign general partnership, its
9		partnership agreement;
10		(B) for a limited partnership or foreign limited
11		partnership, its certificate of limited partnership and
12		partnership agreement;
13		(C) for a domestic or foreign limited liability
14		company, its articles of organization and operating
15		agreement, or comparable records as provided in its
16		governing statute;
17		(D) for a business trust, its agreement of trust and
18		declaration of trust;
19		(E) for a domestic or foreign corporation for profit,
20		its articles of incorporation, bylaws, and other
21		agreements among its shareholders which are authorized by
22		its governing statute, or comparable records as provided in
23		its governing statute; and
24		(F) for any other organization, the basic records that
25		create the organization and determine its internal
26		governance and the relations among the persons that own it,
27		have an interest in it, or are members of it.
28		(10) "Personal liability" means personal liability for a
29		debt, liability, or other obligation of an organization which
30		is imposed on a person that co-owns, has an interest in, or is
31		a member of the organization:
32		(A) by the organization's governing statute solely by
33		reason of the person co-owning, having an interest in, or
34		being a member of the organization; or

1		(B) by the organization's organizational documents
2		under a provision of the organization's governing statute
3		authorizing those documents to make one or more specified
4		persons liable for all or specified debts, liabilities, and
5		other obligations of the organization solely by reason of
6		the person or persons co-owning, having an interest in, or
7		being a member of the organization.
8		(11) "Surviving organization" means an organization into
9		which one or more other organizations are merged. A surviving
10		organization may preexist the merger or be created by the
11		merger.

12		Section 1102. Conversion.
13		(a) An organization other than a limited partnership may
14		convert to a limited partnership, and a limited partnership may
15		convert to another organization pursuant to this Section and
16		Sections 1103 through 1105 and a plan of conversion, if:
17		(1) the other organization's governing statute
18		authorizes the conversion;
19		(2) the conversion is not prohibited by the law of the
20		jurisdiction that enacted the governing statute; and
21		(3) the other organization complies with its governing
22		statute in effecting the conversion.
23		(b) A plan of conversion must be in a record and must
24		include:
25		(1) the name and form of the organization before
26		conversion;
27		(2) the name and form of the organization after
28		conversion; and
29		(3) the terms and conditions of the conversion,
30		including the manner and basis for converting interests in
31		the converting organization into any combination of money,
32		interests in the converted organization, and other
33		consideration; and

1		(4) the organizational documents of the converted
2		organization.

3		Section 1103. Action on plan of conversion by converting
4		limited partnership.
5		(a) Subject to Section 1110, a plan of conversion must be
6		consented to by all the partners of a converting limited
7		partnership.
8		(b) Subject to Section 1110 and any contractual rights,
9		after a conversion is approved, and at any time before a filing
10		is made under Section 1104, a converting limited partnership
11		may amend the plan or abandon the planned conversion:
12		(1) as provided in the plan; and
13		(2) except as prohibited by the plan, by the same
14		consent as was required to approve the plan.

15		Section 1104. Filings required for conversion; effective
16		date.
17		(a) After a plan of conversion is approved:
18		(1) a converting limited partnership shall deliver to
19		the Secretary of State for filing articles of conversion,
20		which must include:
21		(A) a statement that the limited partnership has
22		been converted into another organization;
23		(B) the name and form of the organization and the
24		jurisdiction of its governing statute;
25		(C) the date the conversion is effective under the
26		governing statute of the converted organization;
27		(D) a statement that the conversion was approved as
28		required by this Act;
29		(E) a statement that the conversion was approved as
30		required by the governing statute of the converted
31		organization; and
32		(F) if the converted organization is a foreign

1		organization not authorized to transact business in
2		this State, the street and mailing address of an office
3		which the Secretary of State may use for the purposes
4		of Section 1105(c); and
5		(2) if the converting organization is not a converting
6		limited partnership, the converting organization shall
7		deliver to the Secretary of State for filing a certificate
8		of limited partnership, which must include, in addition to
9		the information required by Section 201:
10		(A) a statement that the limited partnership was
11		converted from another organization;
12		(B) the name and form of the organization and the
13		jurisdiction of its governing statute; and (C) a
14		statement that the conversion was approved in a manner
15		that complied with the organization's governing
16		statute.
17		(b) A conversion becomes effective:
18		(1) if the converted organization is a limited
19		partnership, when the certificate of limited partnership
20		takes effect; and
21		(2) if the converted organization is not a limited
22		partnership, as provided by the governing statute of
23		the converted organization.

24		Section 1105. Effect of conversion.
25		(a) An organization that has been converted pursuant to
26		this Article is for all purposes the same entity that existed
27		before the conversion.
28		(b) When a conversion takes effect:
29		(1) all property owned by the converting organization
30		remains vested in the converted organization;
31		(2) all debts, liabilities, and other obligations of
32		the converting organization continue as obligations of the
33		converted organization;

1		(3) an action or proceeding pending by or against the
2		converting organization may be continued as if the
3		conversion had not occurred;
4		(4) except as prohibited by other law, all of the
5		rights, privileges, immunities, powers, and purposes of
6		the converting organization remain vested in the converted
7		organization;
8		(5) except as otherwise provided in the plan of
9		conversion, the terms and conditions of the plan of
10		conversion take effect; and
11		(6) except as otherwise agreed, the conversion does not
12		dissolve a converting limited partnership for the purposes
13		of Article 8.
14		(c) A converted organization that is a foreign organization
15		consents to the jurisdiction of the courts of this State to
16		enforce any obligation owed by the converting limited
17		partnership, if before the conversion the converting limited
18		partnership was subject to suit in this State on the
19		obligation. A converted organization that is a foreign
20		organization and not authorized to transact business in this
21		State appoints the Secretary of State as its agent for service
22		of process for purposes of enforcing an obligation under this
23		subsection. Service on the Secretary of State under this
24		subsection is made in the same manner and with the same
25		consequences as in Section 117(c) and (d).

26		Section 1106. Merger.
27		(a) A limited partnership may merge with one or more other
28		constituent organizations pursuant to this Section and
29		Sections 1107 through 1109 and a plan of merger, if:
30		(1) the governing statute of each the other
31		organizations authorizes the merger;
32		(2) the merger is not prohibited by the law of a
33		jurisdiction that enacted any of those governing statutes;

1		and
2		(3) each of the other organizations complies with its
3		governing statute in effecting the merger.
4		(b) A plan of merger must be in a record and must include:
5		(1) the name and form of each constituent organization;
6		(2) the name and form of the surviving organization
7		and, if the surviving organization is to be created by the
8		merger, a statement to that effect;
9		(3) the terms and conditions of the merger, including
10		the manner and basis for converting the interests in each
11		constituent organization into any combination of money,
12		interests in the surviving organization, and other
13		consideration;
14		(4) if the surviving organization is to be created by
15		the merger, the surviving organization's organizational
16		documents; and
17		(5) if the surviving organization is not to be created
18		by the merger, any amendments to be made by the merger to
19		the surviving organization's organizational documents.

20		Section 1107. Action on plan of merger by constituent
21		limited partnership.
22		(a) Subject to Section 1110, a plan of merger must be
23		consented to by all the partners of a constituent limited
24		partnership.
25		(b) Subject to Section 1110 and any contractual rights,
26		after a merger is approved, and at any time before a filing is
27		made under Section 1108, a constituent limited partnership may
28		amend the plan or abandon the planned merger:
29		(1) as provided in the plan; and
30		(2) except as prohibited by the plan, with the same
31		consent as was required to approve the plan.

32

Section 1108. Filings required for merger; effective date.

1		(a) After each constituent organization has approved a
2		merger, articles of merger must be signed on behalf of:
3		(1) each preexisting constituent limited partnership,
4		by each general partner listed in the certificate of
5		limited partnership; and
6		(2) each other preexisting constituent organization,
7		by an authorized representative.
8		(b) The articles of merger must include:
9		(1) the name and form of each constituent organization
10		and the jurisdiction of its governing statute;
11		(2) the name and form of the surviving organization,
12		the jurisdiction of its governing statute, and, if the
13		surviving organization is created by the merger, a
14		statement to that effect;
15		(3) the date the merger is effective under the
16		governing statute of the surviving organization;
17		(4) if the surviving organization is to be created by
18		the merger:
19		(A) if it will be a limited partnership, the
20		limited partnership's certificate of limited
21		partnership; or
22		(B) if it will be an organization other than a
23		limited partnership, the organizational document that
24		creates the organization;
25		(5) if the surviving organization preexists the
26		merger, any amendments provided for in the plan of merger
27		for the organizational document that created the
28		organization;
29		(6) a statement as to each constituent organization
30		that the merger was approved as required by the
31		organization's governing statute;
32		(7) if the surviving organization is a foreign
33		organization not authorized to transact business in this
34		State, the street and mailing address of an office which

1		the Secretary of State may use for the purposes of Section
2		1109(b); and
3		(8) any additional information required by the
4		governing statute of any constituent organization.
5		(c) Each constituent limited partnership shall deliver the
6		articles of merger for filing in the Office of the Secretary of
7		State.
8		(d) A merger becomes effective under this Article:
9		(1) if the surviving organization is a limited
10		partnership, upon the later of:
11		(i) compliance with subsection (c); or
12		(ii) subject to Section 206(c), as specified in the
13		articles of merger; or
14		(2) if the surviving organization is not a limited
15		partnership, as provided by the governing statute of the
16		surviving organization.

17		Section 1109. Effect of merger.
18		(a) When a merger becomes effective:
19		(1) the surviving organization continues or comes into
20		existence;
21		(2) each constituent organization that merges into the
22		surviving organization ceases to exist as a separate
23		entity;
24		(3) all property owned by each constituent
25		organization that ceases to exist vests in the surviving
26		organization;
27		(4) all debts, liabilities, and other obligations of
28		each constituent organization that ceases to exist
29		continue as obligations of the surviving organization;
30		(5) an action or proceeding pending by or against any
31		constituent organization that ceases to exist may be
32		continued as if the merger had not occurred;
33		(6) except as prohibited by other law, all of the

1		rights, privileges, immunities, powers, and purposes of
2		each constituent organization that ceases to exist vest in
3		the surviving organization;
4		(7) except as otherwise provided in the plan of merger,
5		the terms and conditions of the plan of merger take effect;
6		(8) except as otherwise agreed, if a constituent
7		limited partnership ceases to exist, the merger does not
8		dissolve the limited partnership for the purposes of
9		Article 8;
10		(9) if the surviving organization is created by the
11		merger:
12		(A) if it is a limited partnership, the certificate
13		of limited partnership becomes effective; or
14		(B) if it is an organization other than a limited
15		partnership, the organizational document that creates
16		the organization becomes effective; and
17		(10) if the surviving organization preexists the
18		merger, any amendments provided for in the articles of
19		merger for the organizational document that created the
20		organization become effective.
21		(b) A surviving organization that is a foreign organization
22		consents to the jurisdiction of the courts of this State to
23		enforce any obligation owed by a constituent organization, if
24		before the merger the constituent organization was subject to
25		suit in this State on the obligation. A surviving organization
26		that is a foreign organization and not authorized to transact
27		business in this State appoints the Secretary of State as its
28		agent for service of process for the purposes of enforcing an
29		obligation under this subsection. Service on the Secretary of
30		State under this subsection is made in the same manner and with
31		the same consequences as in Section 117(c) and (d).

32		Section 1110. Restrictions on approval of conversions and
33		mergers and on relinquishing LLLP status.

1		(a) If a partner of a converting or constituent limited
2		partnership will have personal liability with respect to a
3		converted or surviving organization, approval and amendment of
4		a plan of conversion or merger are ineffective without the
5		consent of the partner, unless:
6		(1) the limited partnership's partnership agreement
7		provides for the approval of the conversion or merger with
8		the consent of fewer than all the partners; and
9		(2) the partner has consented to the provision of the
10		partnership agreement.
11		(b) An amendment to a certificate of limited partnership
12		which deletes a statement that the limited partnership is a
13		limited liability limited partnership is ineffective without
14		the consent of each general partner unless:
15		(1) the limited partnership's partnership agreement
16		provides for the amendment with the consent of less than
17		all the general partners; and
18		(2) each general partner that does not consent to the
19		amendment has consented to the provision of the partnership
20		agreement.
21		(c) A partner does not give the consent required by
22		subsection (a) or (b) merely by consenting to a provision of
23		the partnership agreement which permits the partnership
24		agreement to be amended with the consent of fewer than all the
25		partners.

26		Section 1111. Liability of general partner after
27		conversion or merger.
28		(a) A conversion or merger under this Article does not
29		discharge any liability under Sections 404 and 607 of a person
30		that was a general partner in or dissociated as a general
31		partner from a converting or constituent limited partnership,
32		but:
33		(1) the provisions of this Act pertaining to the

1		collection or discharge of the liability continue to apply
2		to the liability;
3		(2) for the purposes of applying those provisions, the
4		converted or surviving organization is deemed to be the
5		converting or constituent limited partnership; and
6		(3) if a person is required to pay any amount under
7		this subsection:
8		(A) the person has a right of contribution from
9		each other person that was liable as a general partner
10		under Section 404 when the obligation was incurred and
11		has not been released from the obligation under Section
12		607; and
13		(B) the contribution due from each of those persons
14		is in proportion to the right to receive distributions
15		in the capacity of general partner in effect for each
16		of those persons when the obligation was incurred.
17		(b) In addition to any other liability provided by law:
18		(1) a person that immediately before a conversion or
19		merger became effective was a general partner in a
20		converting or constituent limited partnership that was not
21		a limited liability limited partnership is personally
22		liable for each obligation of the converted or surviving
23		organization arising from a transaction with a third party
24		after the conversion or merger becomes effective, if, at
25		the time the third party enters into the transaction, the
26		third party:
27		(A) does not have notice of the conversion or
28		merger; and
29		(B) reasonably believes that:
30		(i) the converted or surviving business is the
31		converting or constituent limited partnership;
32		(ii) the converting or constituent limited
33		partnership is not a limited liability limited
34		partnership; and

1		(iii) the person is a general partner in the
2		converting or constituent limited partnership; and
3		(2) a person that was dissociated as a general partner
4		from a converting or constituent limited partnership
5		before the conversion or merger became effective is
6		personally liable for each obligation of the converted or
7		surviving organization arising from a transaction with a
8		third party after the conversion or merger becomes
9		effective, if:
10		(A) immediately before the conversion or merger
11		became effective the converting or surviving limited
12		partnership was a not a limited liability limited
13		partnership; and
14		(B) at the time the third party enters into the
15		transaction less than two years have passed since the
16		person dissociated as a general partner and the third
17		party:
18		(i) does not have notice of the dissociation;
19		(ii) does not have notice of the conversion or
20		merger; and
21		(iii) reasonably believes that the converted
22		or surviving organization is the converting or
23		constituent limited partnership, the converting or
24		constituent limited partnership is not a limited
25		liability limited partnership, and the person is a
26		general partner in the converting or constituent
27		limited partnership.

28		Section 1112. Power of general partners and persons
29		dissociated as general partners to bind organization after
30		conversion or merger.
31		(a) An act of a person that immediately before a conversion
32		or merger became effective was a general partner in a
33		converting or constituent limited partnership binds the

1		converted or surviving organization after the conversion or
2		merger becomes effective, if:
3		(1) before the conversion or merger became effective,
4		the act would have bound the converting or constituent
5		limited partnership under Section 402; and
6		(2) at the time the third party enters into the
7		transaction, the third party:
8		(A) does not have notice of the conversion or
9		merger; and
10		(B) reasonably believes that the converted or
11		surviving business is the converting or constituent
12		limited partnership and that the person is a general
13		partner in the converting or constituent limited
14		partnership.
15		(b) An act of a person that before a conversion or merger
16		became effective was dissociated as a general partner from a
17		converting or constituent limited partnership binds the
18		converted or surviving organization after the conversion or
19		merger becomes effective, if:
20		(1) before the conversion or merger became effective,
21		the act would have bound the converting or constituent
22		limited partnership under Section 402 if the person had
23		been a general partner; and
24		(2) at the time the third party enters into the
25		transaction, less than two years have passed since the
26		person dissociated as a general partner and the third
27		party:
28		(A) does not have notice of the dissociation;
29		(B) does not have notice of the conversion or
30		merger; and
31		(C) reasonably believes that the converted or
32		surviving organization is the converting or
33		constituent limited partnership and that the person is
34		a general partner in the converting or constituent

1		limited partnership.
2		(c) If a person having knowledge of the conversion or
3		merger causes a converted or surviving organization to incur an
4		obligation under subsection (a) or (b), the person is liable:
5		(1) to the converted or surviving organization for any
6		damage caused to the organization arising from the
7		obligation; and
8		(2) if another person is liable for the obligation, to
9		that other person for any damage caused to that other
10		person arising from the liability.

11		Section 1113. Article not exclusive. This Article does not
12		preclude an entity from being converted or merged under other
13		law.

ARTICLE 12 MISCELLANEOUS PROVISIONS

16		Section 1201. Uniformity of application and construction.
17		In applying and construing this Uniform Act, consideration must
18		be given to the need to promote uniformity of the law with
19		respect to its subject matter among States that enact it.

20		Section 1202. Severability clause. If any provision of this
21		Act or its application to any person or circumstance is held
22		invalid, the invalidity does not affect other provisions or
23		applications of this Act which can be given effect without the
24		invalid provision or application, and to this end the
25		provisions of this Act are severable.

26		Section 1203. Relation to Electronic Signatures in Global
27		and National Commerce Act. This Act modifies, limits, or
28		supersedes the federal Electronic Signatures in Global and
29		National Commerce Act, 15 U.S.C. Section 7001 et seq., but this

1		Act does not modify, limit, or supersede Section 101(c) of that
2		Act or authorize electronic delivery of any of the notices
3		described in Section 103(b) of that Act.

4		Section 1204. Effective date. (See Section 1402 for
5		effective date.)

6

Section 1205. Repeals. (See Section 1401 for repeals.)

7		Section 1206. Application to existing relationships.
8		(a) Before January 1, 2008, this Act governs only:
9		(1) a limited partnership formed on or after January 1,
10		2005; and
11		(2) except as otherwise provided in subsections (c) and
12		(d), a limited partnership formed before January 1, 2005
13		which elects, in the manner provided in its partnership
14		agreement or by law for amending the partnership agreement,
15		to be subject to this Act.
16		(b) Except as otherwise provided in subsection (c), on and
17		after January 1, 2008 this Act governs all limited
18		partnerships.
19		(c) With respect to a limited partnership formed before
20		January 1, 2005, the following rules apply except as the
21		partners otherwise elect in the manner provided in the
22		partnership agreement or by law for amending the partnership
23		agreement:
24		(1) Section 104(c) does not apply and the limited
25		partnership has whatever duration it had under the law
26		applicable immediately before January 1, 2005.
27		(2) Section 108(d) does not apply.
28		(3) The limited partnership is not required to amend
29		its certificate of limited partnership to comply with
30		Section 201(a)(4).
31		(4) Sections 601 and 602 do not apply and a limited

1		partner has the same right and power to dissociate from the
2		limited partnership, with the same consequences, as
3		existed immediately before January 1, 2005.
4		(5) Section 603(4) does not apply.
5		(6) Section 603(5) does not apply and a court has the
6		same power to expel a general partner as the court had
7		immediately before January 1, 2005.
8		(7) Section 801(3) does not apply and the connection
9		between a person's dissociation as a general partner and
10		the dissolution of the limited partnership is the same as
11		existed immediately before January 1, 2005.
12		(d) With respect to a limited partnership that elects
13		pursuant to subsection (a)(2) to be subject to this Act, after
14		the election takes effect the provisions of this Act relating
15		to the liability of the limited partnership's general partners
16		to third parties apply:
17		(1) before January 1, 2008, to:
18		(A) a third party that had not done business with
19		the limited partnership in the year before the election
20		took effect; and
21		(B) a third party that had done business with the
22		limited partnership in the year before the election
23		took effect only if the third party knows or has
24		received a notification of the election; and
25		(2) on and after January 1, 2008, to all third parties,
26		but those provisions remain inapplicable to any obligation
27		incurred while those provisions were inapplicable under
28		paragraph (1)(B).

29		Section 1207. Savings clause. This Act does not affect an
30		action commenced, proceeding brought, or right accrued before
31		this Act takes effect.

32

Section 1207.1. The State Finance Act is amended by adding

1		Section 5.625 as follows:
2		(30 ILCS 105/5.625 new)
3		Sec. 5.625. The Department of Business Services Special
4		Operations Fund.

5		Section 1207.2. The Criminal Code of 1961 is amended by
6		changing Section 17-12 as follows:
7		(720 ILCS 5/17-12)
8		Sec. 17-12. Fraudulent advertisement of corporate name. If
9		a company, association, or person puts forth a sign or
10		advertisement and assumes, for the purpose of soliciting
11		business, a corporate name, not being incorporated, the
12		company, association, or person commits a petty offense and is
13		guilty of an additional petty offense for each day he, she, or
14		it continues to so offend.
15		Nothing contained in this Section prohibits a corporation,
16		company, association, or person from using a divisional
17		designation or trade name in conjunction with its corporate
18		name or assumed name under Section 4.05 of the Business
19		Corporation Act of 1983 or, if it is a member of a partnership
20		or joint venture, from doing partnership or joint venture
21		business under the partnership or joint venture name. The name
22		under which the joint venture or partnership does business may
23		differ from the names of the members. Business may not be
24		conducted or transacted under that joint venture or partnership
25		name, however, unless all provisions of the Assumed Business
26		Name Act have been complied with. Nothing in this Section
27		permits a foreign corporation to do business in this State
28		without complying with all Illinois laws regulating the doing
29		of business by foreign corporations. No foreign corporation may
30		conduct or transact business in this State as a member of a
31		partnership or joint venture that violates any Illinois law

1		regulating or pertaining to the doing of business by foreign
2		corporations in Illinois.
3		The provisions of this Section do not apply to limited
4		partnerships formed under the Revised Uniform Limited
5		Partnership Act or under the Uniform Limited Partnership Act
6		(2001).
7		(Source: P.A. 89-234, eff. 1-1-96; 89-626, eff. 8-9-96.)

8		Section 1207.3. The Limited Liability Company Act is
9		amended by changing Section 37-5 as follows:
10		(805 ILCS 180/37-5)
11		Sec. 37-5. Definitions. In this Article:
12		"Corporation" means (i) a corporation under the Business
13		Corporation Act of 1983, a predecessor law, or comparable law
14		of another jurisdiction or (ii) a bank or savings bank.
15		"General partner" means a partner in a partnership and a
16		general partner in a limited partnership.
17		"Limited partner" means a limited partner in a limited
18		partnership.
19		"Limited partnership" means a limited partnership created
20		under the Revised Uniform Limited Partnership Act (2001), a
21		predecessor law, or comparable law of another jurisdiction.
22		"Partner" includes a general partner and a limited partner.
23		"Partnership" means a general partnership under the
24		Uniform Partnership Act, a predecessor law, or comparable law
25		of another jurisdiction.
26		"Partnership agreement" means an agreement among the
27		partners concerning the partnership or limited partnership.
28		"Shareholder" means a shareholder in a corporation.
29		(Source: P.A. 93-561, eff. 1-1-04.)

30		Section 1207.4. The Uniform Partnership Act (1997) is
31		amended by changing Sections 901 and 902 as follows:

1		(805 ILCS 206/901)
2		Sec. 901. Definitions. In this Article:
3		(1) "General partner" means a partner in a partnership
4		and a general partner in a limited partnership.
5		(2) "Limited partner" means a limited partner in a
6		limited partnership.
7		(3) "Limited partnership" means a limited partnership
8		created under the Revised Uniform Limited Partnership Act
9		(2001), predecessor law, or comparable law of another
10		jurisdiction.
11		(4) "Partner" includes both a general partner and a
12		limited partner.
13		(Source: P.A. 92-740, eff. 1-1-03.)
14		(805 ILCS 206/902)
15		Sec. 902. Conversion of partnership to limited
16		partnership.
17		(a) A partnership may be converted to a limited partnership
18		pursuant to this Section.
19		(b) The terms and conditions of a conversion of a
20		partnership to a limited partnership must be approved by all of
21		the partners or by a number or percentage specified for
22		conversion in the partnership agreement.
23		(c) After the conversion is approved by the partners, the
24		partnership shall file a certificate of limited partnership in
25		the jurisdiction in which the limited partnership is to be
26		formed. The certificate must include:
27		(1) a statement that the partnership was converted to a
28		limited partnership from a partnership;
29		(2) its former name; and
30		(3) a statement of the number of votes cast by the
31		partners for and against the conversion and, if the vote is
32		less than unanimous, the number or percentage required to

1		approve the conversion under the partnership agreement.
2		(d) The conversion takes effect when the certificate of
3		limited partnership is filed or at any later date specified in
4		the certificate.
5		(e) A general partner who becomes a limited partner as a
6		result of the conversion remains liable as a general partner
7		for an obligation incurred by the partnership before the
8		conversion takes effect. If the other party to a transaction
9		with the limited partnership reasonably believes when entering
10		the transaction that the limited partner is a general partner,
11		the limited partner is liable for an obligation incurred by the
12		limited partnership within 90 days after the conversion takes
13		effect. The limited partner's liability for all other
14		obligations of the limited partnership incurred after the
15		conversion takes effect is that of a limited partner as
16		provided in the Revised Uniform Limited Partnership Act (2001).
17		(Source: P.A. 92-740, eff. 1-1-03.)

ARTICLE 13 FEES AND OTHER MATTERS

20		Section 1301. List of partnerships.
21		(a) The Secretary of State may publish a list or lists of
22		limited partnerships and foreign limited partnerships, with
23		such frequency, in such format, and for such fees as the
24		Secretary may in his or her discretion provide by rule. The
25		Secretary may disseminate information concerning limited
26		partnerships and foreign limited partnerships by computer
27		network, in such format and for such fees as may be determined
28		by rule.
29		(b) Any list published under subsection (a) shall be free
30		to each member of the General Assembly and to each State agency
31		or department and to each Recorder in this State, submitting a
32		written request for same. To all others an appropriate fee to

1		cover the cost of producing the list shall be charged, and
2		shall be established by rule.

3		Section 1302. Fees.
4		(a) The Secretary of State shall charge and collect in
5		accordance with the provisions of this Act and rules
6		promulgated pursuant to its authority:
7		(1) fees for filing documents;
8		(2) miscellaneous charges;
9		(3) fees for the sale of lists of filings, copies of
10		any documents, and for the sale or release of any
11		information.
12		(b) The Secretary of State shall charge and collect for:
13		(1) filing certificates of limited partnership
14		(domestic), certificates of admission (foreign), restated
15		certificates of limited partnership (domestic), and
16		restated certificates of admission (foreign), $150;
17		(2) filing certificates to be governed by this Act,
18		$50;
19		(3) filing amendments and certificates of amendment,
20		$50;
21		(4) filing certificates of cancellation, $25;
22		(5) filing an application for use of an assumed name
23		under Section 108.5 of this Act, $150 for each year or part
24		thereof ending in 0 or 5, $120 for each year or part
25		thereof ending in 1 or 6, $90 for each year or part thereof
26		ending in 2 or 7, $60 for each year or part thereof ending
27		in 3 or 8, $30 for each year or part thereof ending in 4 or
28		9, and a renewal for each assumed name, $150;
29		(6) filing an annual report of a domestic or foreign
30		limited partnership, $100;
31		(7) filing an application for reinstatement of a
32		domestic or foreign limited partnership, and for issuing a
33		certificate of reinstatement, $200;

1		(8) filing any other document, $50.
2		(c) The Secretary of State shall charge and collect:
3		(1) for furnishing a copy or certified copy of any
4		document, instrument or paper relating to a limited
5		partnership or foreign limited partnership, $25; and
6		(2) for the transfer of information by computer process
7		media to any purchaser, fees established by rule.

8		Section 1303. Powers of the Secretary of State and
9		rulemaking.
10		(a) The Secretary of State shall have the power and
11		authority reasonably necessary to administer this Act
12		efficiently and to perform the duties herein imposed. The
13		Secretary of State's function pursuant to this Act is to be a
14		central depository for the certificates of limited partnership
15		and certificates of admission required by this Act and to
16		record the assumed names used by limited partnerships and
17		foreign limited partnerships.
18		(b) The Secretary of State shall have authority to
19		promulgate rules pursuant to the Illinois Administrative
20		Procedure Act, as are necessary to administer this Act
21		efficiently and to perform the duties herein imposed.

22		Section 1304. Certified copies and certificates.
23		(a) Copies, photostatic or otherwise, of any and all
24		documents filed in the Office of the Secretary of State in
25		accordance with the provisions of this Act, when certified by
26		the Secretary of State under the Great Seal of the State of
27		Illinois, shall be taken and received in all courts, public
28		offices and official bodies as prima facie evidence of the
29		facts therein stated.
30		(b) Certificates by the Secretary of State under the Great
31		Seal of the State of Illinois as to the existence or
32		nonexistence of facts relating to limited partnerships, or

1		foreign limited partnerships, which would not appear from a
2		certified copy of any document, shall be taken and received in
3		all courts, public offices and official bodies as prima facie
4		evidence of the existence or nonexistence of the facts therein
5		stated.

6		Section 1305. Federal Employers Identification Number. All
7		documents required by this Act to be filed in the Office of the
8		Secretary of State shall contain the Federal Employers
9		Identification Number of the limited partnership or foreign
10		limited partnership with respect to which the document is
11		filed, unless the partnership has not obtained a Federal
12		Employer Identification Number at the time of filing. In the
13		event a limited partnership or foreign limited partnership does
14		not have a Federal Employer Identification Number at the time
15		of such filing, such a number shall be obtained on behalf of
16		such partnership and shall be given to the Secretary of State
17		within 180 days after filing its initial document with the
18		Secretary of State.

19		Section 1306. Forms. All documents required by this Act to
20		be filed in the Office of the Secretary of State shall be made
21		on or accompanied by forms which shall be prescribed and
22		furnished by the Secretary of State.

23		Section 1307. File number. All documents required by this
24		Act to be filed in the Office of the Secretary of State, with
25		the exception of each domestic or foreign limited partnership's
26		initial filing, shall contain the limited partnership's file
27		number as assigned by the Office of the Secretary of State.

28		Section 1308. Department of Business Services Special
29		Operations Fund.
30		(a) A special fund in the State Treasury is created and

1		shall be known as the Department of Business Services Special
2		Operations Fund. Moneys deposited into the Fund shall, subject
3		to appropriation, be used by the Department of Business
4		Services of the Office of the Secretary of State, hereinafter
5		"Department", to create and maintain the capability to perform
6		expedited services in response to special requests made by the
7		public for same day or 24 hour service. Moneys deposited into
8		the Fund shall be used for, but not limited to, expenditures
9		for personal services, retirement, social security contractual
10		services, equipment, electronic data processing, and
11		telecommunications.
12		(b) The balance in the Fund at the end of any fiscal year
13		shall not exceed $600,000 and any amount in excess thereof
14		shall be transferred to the General Revenue Fund.
15		(c) All fees payable to the Secretary of State under this
16		Section shall be deposited into the Fund. No other fees or
17		charges collected under this Act shall be deposited into the
18		Fund.
19		(d) "Expedited services" means services rendered within
20		the same day, or within 24 hours from the time the request
21		therefor is submitted by the filer, law firm, service company,
22		or messenger physically in person, or at the Secretary of
23		State's discretion, by electronic means, to the Department's
24		Springfield Office or Chicago Office and includes requests for
25		certified copies, photocopies, and certificates of existence
26		or abstracts of computer record made to the Department's
27		Springfield Office in person or by telephone, or requests for
28		certificates of existence or abstracts of computer record made
29		in person or by telephone to the Department's Chicago Office.
30		(e) Fees for expedited services shall be as follows:
31		Merger or conversion, $200;
32		Certificate of limited partnership, $100;
33		Certificate of amendment, $100;
34		Reinstatement, $100;

1		Application for admission to transact business, $100;
2		Certificate of cancellation of admission, $100;
3		Certificate of existence or abstract of computer
4		record, $20.
5		All other filings, copies of documents, annual renewal
6		reports, and copies of documents of canceled limited
7		partnerships, $50.

8		Section 1309. Judicial review under the Administrative
9		Review Law.
10		(a) If the Secretary of State shall fail to approve
11		documents as conforming to the law and file any document
12		required by this Act to be approved by the Secretary of State
13		before the same shall be filed in his or her business office,
14		the Secretary shall, within 10 business days after the delivery
15		thereof to him or her, give written notice of his or her
16		disapproval to the person or partnership delivering the same,
17		specifying the reasons therefor. The decision of the Secretary
18		of State is subject to judicial review under the Administrative
19		Review Law, as now or hereafter amended.
20		(b) Appeals may be taken from all final orders and
21		judgments entered by the circuit court under this Section in
22		review of any ruling or decision of the Secretary of State as
23		in other civil actions by either party to the proceeding.

24		Section 1310. Illinois Administrative Procedure Act. The
25		Illinois Administrative Procedure Act is hereby expressly
26		adopted and incorporated herein as if all of the provisions of
27		that Act were included in this Act, except that the provision
28		of subsection (d) of Section 10-65 of the Illinois
29		Administrative Procedure Act that provides that at hearing the
30		licensee has the right to show compliance with all lawful
31		requirements for retention, continuation or renewal of the
32		license is specifically excluded. For the purposes of this Act

1		the notice required under Section 10-25 of the Illinois
2		Administrative Procedure Act is deemed sufficient when mailed
3		to the last known address of a party.

ARTICLE 14 REPEAL AND EFFECTIVE DATE

6		(805 ILCS 210/Act rep.)
7		Section 1401. Repeal. Effective January 1, 2008, the
8		following Act is repealed: the Revised Uniform Limited
9		Partnership Act as amended and in effect immediately before the
10		effective date of this Act.

Section 1402. Effective date. This Act takes effect January 1, 2005.".