(805 ILCS 215/Art. 8 heading)
ARTICLE 8
DISSOLUTION
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/801)
Sec. 801. Nonjudicial dissolution. Except as otherwise provided in Section 802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the | ||
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(2) the consent of all general partners and of | ||
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(3) after the dissociation of a person as a general | ||
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(A) if the limited partnership has at least one | ||
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(B) if the limited partnership does not have a | ||
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(i) consent to continue the activities of the | ||
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(ii) at least one person is admitted as a | ||
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(4) the passage of 90 days after the dissociation of | ||
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(5) the signing and filing of a declaration of | ||
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(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/802)
Sec. 802. Judicial dissolution. On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/803)
Sec. 803. Winding up. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership | ||
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(2) shall discharge the limited partnership's | ||
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(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a general partner under Section | ||
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(2) shall promptly amend the certificate of limited | ||
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(A) that the limited partnership does not have a | ||
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(B) the name of the person that has been | ||
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(C) the street and mailing address of the person. (d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: (1) a limited partnership does not have a general | ||
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(2) the applicant establishes other good cause.
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/804)
Sec. 804. Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited | ||
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(2) would have bound the limited partnership under | ||
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(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) at the time the other party enters into the | ||
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(A) less than two years has passed since the | ||
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(B) the other party does not have notice of the | ||
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(2) the act: (A) is appropriate for winding up the limited | ||
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(B) would have bound the limited partnership | ||
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(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/805)
Sec. 805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: (1) to the limited partnership for any damage caused | ||
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(2) if another general partner or a person | ||
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(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under Section 804(b), the person is liable: (1) to the limited partnership for any damage caused | ||
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(2) if a general partner or another person | ||
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(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/806)
Sec. 806. Known claims against dissolved limited partnership. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b). (b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: (1) specify the information required to be included | ||
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(2) provide a mailing address to which the claim is | ||
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(3) state the deadline for receipt of the claim, | ||
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(4) state that the claim will be barred if not | ||
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(5) unless the limited partnership has been | ||
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(c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified | ||
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(2) in the case of a claim that is timely received | ||
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(d) This Section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/807)
Sec. 807. Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of | ||
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(2) describe the information required to be contained | ||
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(3) state that a claim against the limited | ||
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(4) unless the limited partnership has been | ||
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(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice: (1) a claimant that did not receive notice in a | ||
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(2) a claimant whose claim was timely sent to the | ||
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(3) a claimant whose claim is contingent or based on | ||
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(d) A claim not barred under this Section may be enforced: (1) against the dissolved limited partnership, to the | ||
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(2) if the assets have been distributed in | ||
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(3) against any person liable on the claim under | ||
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(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/808)
Sec. 808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under Section 806 or 807, any corresponding claim under Section 404 is also barred.
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/809) Sec. 809. Administrative dissolution. (a) The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date: (1) pay any fee, tax, or penalty due to the Secretary | ||
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(2) file its annual report with the Secretary of | ||
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(3) appoint and maintain an agent for service of | ||
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(b) If the Secretary of State determines that a ground exists for administratively dissolving a limited partnership, the Secretary of State shall file a record of the determination and send a copy of the filed record to the limited partnership's agent for service of process in this State, or if the limited partnership does not appoint and maintain a proper agent, to the limited partnership's designated office. (c) If within 60 days after service of the copy of the record of determination the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall administratively dissolve the limited partnership by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall send a copy to the limited partnership's agent for service of process in this State, or if the limited partnership does not appoint and maintain a proper agent, to the limited partnership's designated office. (d) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary or appropriate to wind up its activities under Sections 803 and 812 and to notify claimants under Sections 806 and 807. (e) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.
(f) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all domestic limited partnerships that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit, or right to engage in any business regulated by such Acts. (g) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of any domestic limited partnership on the list maintained under subsection (f) that has been dissolved within the month. (h) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020. (Source: P.A. 101-494, eff. 1-1-20 .) |
(805 ILCS 215/810) Sec. 810. Reinstatement following administrative dissolution. (a) A limited partnership that has been administratively dissolved under Section 809 may be reinstated by the Secretary of State following the date of dissolution upon: (1) the filing of an application for reinstatement; (2) the filing with the Secretary of State of all | ||
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(3) the payment to the Secretary of State of all fees | ||
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(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 204 and shall set forth all of the following: (1) the name of the limited partnership at the time | ||
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(2) the date of dissolution; (3) the agent for service of process and the address | ||
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(c) When a limited partnership that has been administratively dissolved has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement. (d) Upon filing of the application for reinstatement, the limited partnership existence shall be deemed to have continued without interruption from the date of dissolution and shall stand revived with such powers, duties, and obligations, as if it had not been dissolved. All acts and proceedings of its partners, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for the dissolution shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no limited partner or officer of the partnership shall be personally liable for the debts and liabilities of the limited partnership incurred during the period of administrative dissolution by reason of the fact that the limited partnership was administratively dissolved at the time the debts or liabilities were incurred. (Source: P.A. 97-839, eff. 7-20-12; 98-776, eff. 1-1-15 .) |
(805 ILCS 215/811)
Sec. 811. Appeal from denial of reinstatement. (a) If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice. (b) Within 30 days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the Circuit Court of Sangamon County to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the limited partnership's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved limited partnership or may take other action the court considers appropriate.
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/812)
Sec. 812. Disposition of assets; when contributions required. (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this Section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors. (b) Any surplus remaining after the limited partnership complies with subsection (a) must be paid in cash as a distribution. (c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply: (1) Each person that was a general partner when the | ||
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(2) If a person does not contribute the full amount | ||
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(3) If a person does not make the additional | ||
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(d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute. (e) The estate of a deceased individual is liable for the person's obligations under this Section. (f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c).
(Source: P.A. 93-967, eff. 1-1-05.) |