(805 ILCS 215/Art. 1 heading)
ARTICLE 1GENERAL PROVISIONS
(Source: P.A. 93-967, eff. 1-1-05.) |
(805 ILCS 215/0.01)
Sec. 0.01. Short title. This Act may be cited as the
Uniform Limited Partnership Act (2001).
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/101)
Sec. 101. Short title. (See Section 0.01 for short title.)
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/102)
Sec. 102. Definitions. In this Act:
(1) "Anniversary" means that day every year exactly
| | one or more years after: (i) the date the certificate of limited partnership was filed by the Office of the Secretary of State, in the case of a limited partnership; or (ii) the date the certificate of authority to transact business was filed by the Office of the Secretary of State, in the case of a foreign limited partnership.
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| (2) "Anniversary month" means the month in which the
| | anniversary of the limited partnership or foreign limited partnership occurs.
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| (3) "Certificate of limited partnership" means the
| | certificate required by Section 201. The term includes the certificate as amended or restated.
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| (4) "Contribution", except in the phrase "right of
| | contribution", means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.
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| (5) "Debtor in bankruptcy" means a person that is the
| | (A) an order for relief under Title 11 of the
| | United States Code or a comparable order under a successor statute of general application; or
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| (B) a comparable order under federal, state, or
| | foreign law governing insolvency.
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| (6) "Designated office" means:
(A) with respect to a limited partnership, the
| | office that the limited partnership is required to designate and maintain under Section 114; and
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| (B) with respect to a foreign limited
| | partnership, its principal office.
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| (7) "Distribution" means a transfer of money or other
| | property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
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| (8) "Foreign limited liability limited partnership"
| | means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 404(c).
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| (9) "Foreign limited partnership" means a partnership
| | formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.
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| (10) "General partner" means:
(A) with respect to a limited partnership, a
| | (i) becomes a general partner under Section
| | (ii) was a general partner in a limited
| | partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and
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| (B) with respect to a foreign limited
| | partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
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| (11) "Limited liability limited partnership", except
| | in the phrase "foreign limited liability limited partnership", means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.
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| (12) "Limited partner" means:
(A) with respect to a limited partnership, a
| | (i) becomes a limited partner under Section
| | (ii) was a limited partner in a limited
| | partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and
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| (B) with respect to a foreign limited
| | partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
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| (13) "Limited partnership", except in the phrases
| | "foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners, which is formed under this Act by two or more persons or becomes subject to this Act under Article 11 or Section 1206(a) or (b). The term includes a limited liability limited partnership.
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| (14) "Partner" means a limited partner or general
| | (15) "Partnership agreement" means the partners'
| | agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.
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| (16) "Person" means an individual, corporation,
| | business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; public corporation, or any other legal or commercial entity.
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| (17) "Person dissociated as a general partner" means
| | a person dissociated as a general partner of a limited partnership.
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| (18) "Principal office" means the office where the
| | principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.
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| (19) "Record" means information that is inscribed on
| | a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
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| (20) "Required information" means the information
| | that a limited partnership is required to maintain under Section 111.
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| (21) "Sign" means:
(A) to execute or adopt a tangible symbol with
| | the present intent to authenticate a record; or
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| (B) to attach or logically associate an
| | electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.
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| (22) "State" means a state of the United States, the
| | District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
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| (23) "Transfer" includes an assignment, conveyance,
| | deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
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| (24) "Transferable interest" means a partner's right
| | to receive distributions.
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| (25) "Transferee" means a person to which all or part
| | of a transferable interest has been transferred, whether or not the transferor is a partner.
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(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/103)
Sec. 103. Knowledge and notice.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it;
(3) has reason to know it exists from all of the
| | facts known to the person at the time in question; or
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| (4) has notice of it under subsection (c) or (d).
(c) A certificate of limited partnership on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.
(d) A person has notice of:
(1) another person's dissociation as a general
| | partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;
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| (2) a limited partnership's dissolution, 90 days
| | after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;
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| (3) a limited partnership's termination, 90 days
| | after the effective date of a statement of termination;
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| (4) a limited partnership's conversion under Article
| | 11, 90 days after the effective date of the articles of conversion; or
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| (5) a merger under Article 11, 90 days after the
| | effective date of the articles of merger.
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| (e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(f) A person receives a notification when the notification:
(1) comes to the person's attention; or
(2) is delivered at the person's place of business or
| | at any other place held out by the person as a place for receiving communications.
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| (g) Except as otherwise provided in subsection (h), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(h) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/104)
Sec. 104. Nature, purpose, and duration of entity.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be organized under this Act for any lawful purpose and may carry on any business that a partnership without limited partners may carry on except banking, the operation of railroads, and insurance unless carried on as a business of a limited syndicate authorized and regulated by the Director of Insurance under Article V 1/2 of the Illinois Insurance Code or for the purpose of carrying on business as a member of a group including incorporated and individual unincorporated underwriters when the Director of Insurance finds that the group meets the requirements of subsection (3) of Section 86 of the Illinois Insurance Code and the limited partnership, if insolvent, is subject to liquidation by the Director of Insurance under Article XIII of the Illinois Insurance Code.
(c) A limited partnership has a perpetual duration.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/105)
Sec. 105. Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/106)
Sec. 106. Governing law. The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/107)
Sec. 107. Supplemental principles of law; rate of interest.
(a) Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act.
(b) If an obligation to pay interest arises under this Act and the rate is not specified, the rate is that specified in Section 4 of the Interest Act.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/108)
Sec. 108. Name.
(a) The name of a limited partnership may contain the name of any partner.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".
(c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP".
(d) The name of a limited partnership must be distinguishable upon the records of the Secretary of State from:
(1) the name of any limited partnership organized or
| | authorized to transact business in this State under this Act or any other Act;
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| (2) the name for which an exclusive right has been
| | reserved in the Office of the Secretary of State under Section 109; and
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| (3) the assumed name of any limited partnership that
| | is registered with the Secretary of State under Section 108.5.
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| (e) The name of a limited partnership shall not contain any of the following terms: "Corporation", "Corp.", "Incorporated", "Inc.", "Company", "Co.", "Limited Liability Company", "L.L.C.", "LLC", "L.L.P.", or "LLP".
(f) Subject to Section 905, this Section applies to any foreign limited partnership transacting business in this State, having a certificate of authority to transact business in this State, or applying for a certificate of authority.
(g) Nothing in this Section shall:
(1) require any limited partnership existing under
| | the "Uniform Limited Partnership Act", filed June 28, 1917, as amended, to modify or otherwise change its name; or
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| (2) abrogate or limit the common law or statutory law
| | of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service marks, service names, or any other right to the exclusive use of names or symbols.
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(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 215/108.5)
Sec. 108.5. Assumed name.
(a) A limited partnership or a foreign limited partnership admitted to transact business in this State may elect to adopt an assumed name that complies with the requirements of Section 108 of this Act except the requirement that the name contain the words "limited partnership", "limited liability limited partnership", or the abbreviation "L.P.", "LP", "LLLP" or "L.L.L.P."
(b) As used in this Act, "assumed name" means any name other than the true name of a limited partnership or the name under which a foreign limited partnership is admitted to transact business in this State, except that the following do not constitute the use of an assumed name under this Act:
(1) The identification by a limited partnership or
| | foreign limited partnership of its business with a trademark or service mark of which it is the owner or licensed user.
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| (2) The use of a name of a division, not
| | constituting a separate limited partnership and not containing the words "limited partnership" or an abbreviation of those words, provided that the limited partnership also clearly discloses its true name.
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| (c) Before transacting any business in this State under an assumed name or names, the limited partnership or foreign limited partnership shall, for each assumed name, execute and file in accordance with Section 108 or 204 of this Act, as applicable, an application setting forth:
(1) the true name of the limited partnership or the
| | name under which the foreign limited partnership is admitted to transact business in this State;
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| (2) the State or other jurisdiction under the laws
| | (3) that it intends to transact business under an
| | (4) the assumed name which it proposes to use.
(d) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next calendar year evenly divisible by 5, however, if an application is filed within the 3 months immediately preceding the anniversary month of a limited partnership or foreign limited partnership that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next succeeding year evenly divisible by 5.
(e) A limited partnership or foreign limited partnership may renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of such right, for a period of 5 years, by making an election to do so on a form prescribed by the Secretary of State and by paying the renewal fee as prescribed by this Act.
(f) Any limited partnership or foreign limited partnership may change or cancel any or all of its assumed names by executing and filing, in duplicate, an application setting forth:
(1) the true name of the limited partnership or the
| | name under which the foreign limited partnership is admitted to transact business in this State;
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| (2) the state or country under the laws of which it
| | (3) a statement that it intends to cease transacting
| | business under an assumed name by changing or cancelling it;
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| (4) the assumed name to be changed or cancelled;
(5) the assumed name which the limited partnership
| | or foreign limited partnership proposes to use, if it is to be changed.
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| (g) Upon the filing of an application to change an assumed name, the limited partnership or foreign limited partnership shall have the right to use such assumed name for the period authorized by subsection (d) of this Section.
(h) The right to use an assumed name shall be cancelled by the Secretary of State:
(1) if the limited partnership or foreign limited
| | partnership fails to renew an assumed name;
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| (2) if the limited partnership or foreign limited
| | partnership has filed an application to change or cancel an assumed name;
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| (3) if a limited partnership's certificate of
| | limited partnership or certificate to be governed by this Act has been cancelled;
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| (4) if a foreign limited partnership's application
| | for admission to transact business has been cancelled.
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| (i) Any limited partnership or foreign limited partnership carrying on, conducting or transacting business under an assumed name which shall fail to comply with the provisions of this Section shall be subject to the penalty provisions in Section 5 of "An Act in relation to the use of an assumed name in the conduct or transaction of business in this State", approved July 17, 1941, as amended.
(j) A foreign limited partnership that applies for and receives a certificate of authority under Section 905, is deemed to have complied with this Section in full.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/109)
Sec. 109. Reservation of name.
(a) The exclusive right to the use of a name that complies with Section 108 may be reserved by:
(1) a person intending to organize a limited
| | partnership under this Act and to adopt the name;
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| (2) a limited partnership or a foreign limited
| | partnership authorized to transact business in this State intending to adopt the name;
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| (3) a foreign limited partnership intending to obtain
| | a certificate of authority to transact business in this State and adopt the name;
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| (4) a person intending to organize a foreign limited
| | partnership and intending to have it obtain a certificate of authority to transact business in this State and adopt the name;
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| (5) a foreign limited partnership formed under the
| | (6) a foreign limited partnership formed under a name
| | that does not comply with Section 108(b) or (c), but the name reserved under this paragraph may differ from the foreign limited partnership's name only to the extent necessary to comply with Section 108(b) and (c).
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| (b) A person may apply to reserve a name under subsection (a) by delivering to the Secretary of State for filing an application that states the name to be reserved and the paragraph of subsection (a) which applies. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for 90 days or until surrendered by a written cancellation document signed by the applicant, whichever is sooner.
(c) An applicant that has reserved a name pursuant to subsection (b) may reserve the same name for additional 90-day periods.
(d) A person that has reserved a name under this Section may deliver to the Secretary of State for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the paragraph of subsection (a) which applies to the other person. Subject to Section 206(c), the transfer is effective when the Secretary of State files the notice of transfer.
(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 215/110)
Sec. 110. Effect of partnership agreement; nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this Act governs relations among the partners and between the partners and the partnership.
(b) A partnership agreement may not:
(1) vary a limited partnership's power under Section
| | 105 to sue, be sued, and defend in its own name;
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| (2) vary the law applicable to a limited partnership
| | (3) vary the requirements of Section 204;
(4) vary the information required under Section 111
| | or unreasonably restrict the right to information under Sections 304 or 407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those Sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
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| (5) eliminate or reduce fiduciary duties, but the
| | partnership agreement may:
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| (A) identify specific types or categories of
| | activities that do not violate the duties, if not manifestly unreasonable; and
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| (B) specify the number or percentage of partners
| | which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate these duties;
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| (6) eliminate the obligation of good faith and fair
| | dealing under Sections 305(b) and 408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
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| (7) vary the power of a person to dissociate as a
| | general partner under Section 604(a) except to require that the notice under Section 603(1) be in a record;
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| (8) vary the power of a court to decree dissolution
| | in the circumstances specified in Section 802;
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| (9) vary the requirement to wind up the partnership's
| | business as specified in Section 803;
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| (10) unreasonably restrict the right to maintain an
| | (11) restrict the right of a partner under Section
| | 1110(a) to approve a conversion or merger or the right of a general partner under Section 1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
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| (12) restrict rights under this Act of a person other
| | than a partner or a transferee.
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(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/111)
Sec. 111. Required information. A limited partnership shall maintain at its designated office the following information:
(1) a current list showing the full name and last
| | known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
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| (2) a copy of the initial certificate of limited
| | partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
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| (3) a copy of any filed articles of conversion or
| | (4) a copy of the limited partnership's federal,
| | state, and local income tax returns and reports, if any, for the three most recent years;
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| (5) a copy of any partnership agreement made in a
| | record and any amendment made in a record to any partnership agreement;
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| (6) a copy of any financial statement of the limited
| | partnership for the three most recent years;
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| (7) a copy of the three most recent annual reports
| | delivered by the limited partnership to the Secretary of State pursuant to Section 210;
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| (8) a copy of any record made by the limited
| | partnership during the past three years of any consent given by or vote taken of any partner pursuant to this Act or the partnership agreement; and
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| (9) unless contained in a partnership agreement made
| | in a record, a record stating:
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| (A) the amount of cash, and a description and
| | statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
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| (B) the times at which, or events on the
| | happening of which, any additional contributions agreed to be made by each partner are to be made;
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| (C) for any person that is both a general partner
| | and a limited partner, a specification of what transferable interest the person owns in each capacity; and
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| (D) any events upon the happening of which the
| | limited partnership is to be dissolved and its activities wound up.
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(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/112)
Sec. 112. Business transactions of partner with partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/113)
Sec. 113. Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this Act and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this Act and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this Act and the partnership agreement for limited partners.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/114)
Sec. 114. Office and agent for service of process.
(a) A limited partnership shall designate and continuously maintain in this State:
(1) an office, which need not be a place of its
| | activity in this State; and
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| (2) an agent for service of process.
(b) A foreign limited partnership shall designate and continuously maintain in this State an agent for service of process.
(c) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this State or other person authorized to do business in this State.
(d) If a limited partnership or foreign limited partnership fails to designate and continuously maintain an agent for service of process, the Secretary of State shall:
(1) declare any limited partnership or foreign
| | limited partnership to be delinquent and not in good standing; and
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| (2) not file any additional documents, amendments,
| | reports, or other papers relating to the limited partnership or foreign limited partnership organized under or subject to the provisions of this Act until the delinquency is satisfied.
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| (e) If a limited partnership or foreign limited partnership fails to designate and continuously maintain an agent for service of process, the Secretary of State may show the limited partnership or foreign limited partnership as not in good standing in response to inquiries received from any party regarding a limited partnership that is delinquent.
(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 215/115)
Sec. 115. Change of designated office or agent for service of process.
(a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the Secretary of State for filing a statement of change containing:
(1) the name of the limited partnership or foreign
| | (2) the street and mailing address of its current
| | (3) if the current designated office is to be
| | changed, the street and mailing address of the new designated office;
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| (4) the name and street and mailing address of its
| | current agent for service of process; and
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| (5) if the current agent for service of process or an
| | address of the agent is to be changed, the new information.
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| (b) Subject to Section 206(c), a statement of change is effective when filed by the Secretary of State.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/116)
Sec. 116. Resignation of agent for service of process.
(a) The agent for service of process may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to the limited partnership or foreign limited partnership at its designated office and another copy to the principal office if the address of the office appears in the records of the Secretary of State and is different from the address of the designated office. The notice must be mailed at least 10 days before the date of filing thereof with the Secretary of State. The notice shall be executed by the agent for service of process. The notice shall set forth all of the following:
(1) The name of the limited partnership for which
| | the agent for service of process is acting.
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| (2) The name of the agent for service of process.
(3) The address, including street, number, and city
| | of the limited partnership's then address of its agent for service of process in this State.
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| (4) That the agent for service of process resigns.
(5) The effective date of the resignation, which
| | shall not be sooner than 30 days after the date of filing.
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| (6) The address of the designated office of the
| | limited partnership as it is known to the registered agent.
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| (7) A statement that a copy of the notice has been
| | sent by registered or certified mail to the designated office of the limited partnership within the time and in the manner prescribed by this Section.
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| (b) A new agent for service of process must be placed on record within 60 days after an agent's notice of resignation under this Section.
(Source: P.A. 97-839, eff. 7-20-12.)
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(805 ILCS 215/117)
Sec. 117. Service of process.
(a) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.
(b) If a limited partnership or foreign limited partnership does not appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent's address, the Secretary of State is an agent of the limited partnership or foreign limited partnership upon whom process, notice, or demand may be served.
(c) Service under subsection (b) shall be made by the person instituting the action by doing all of the following:
(1) serving upon the Secretary of State, or upon any
| | employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Section 1302 of this Act;
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| (2) transmitting notice of the service upon the
| | Secretary of State and a copy of the process, notice, or demand and accompanying papers to the limited partnership being served, by registered or certified mail:
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| (A) at the last address of the agent for service
| | of process for the limited partnership or foreign limited partnership shown by the records on file in the Office of the Secretary of State; and
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| (B) at the address the use of which the person
| | instituting the action, suit, or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice;
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| (3) attaching an affidavit of compliance with this
| | Section, in substantially the form that the Secretary of State may by rule or regulation prescribe, to the process, notice, or demand.
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| (d) Service is effected under subsection (c) at the earliest of:
(1) the date the limited partnership or foreign
| | limited partnership receives the process, notice, or demand;
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| (2) the date shown on the return receipt, if signed
| | on behalf of the limited partnership or foreign limited partnership; or
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| (3) five days after the process, notice, or demand is
| | deposited in the mail, if mailed postpaid and correctly addressed.
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| (e) The Secretary of State shall keep a record of each process, notice, and demand served pursuant to this Section and record the time of, and the action taken regarding, the service.
(f) This Section does not affect the right to serve process, notice, or demand in any other manner provided by law.
(Source: P.A. 97-839, eff. 7-20-12; 98-463, eff. 8-16-13.)
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(805 ILCS 215/118)
Sec. 118. Consent and proxies of parties. Action requiring the consent of partners under this Act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.
(Source: P.A. 93-967, eff. 1-1-05.)
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(805 ILCS 215/119)
Sec. 119. Locale misrepresentation.
(a) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that the business is located or operating in the area covered by the telephone directory. This subsection (a) does not apply to a telephone service provider or to the publisher or distributor of a telephone service directory, unless the conduct prescribed in this subsection (a) is on behalf of that telephone service provider or that publisher or distributor.
(b) This Section does not apply to any foreign limited partnership that has gross annual revenues in excess of $100,000,000.
(c) A foreign limited partnership that violates this Section is guilty of a petty offense and must be fined not less than $501 and not more than $1,000. A foreign limited partnership is guilty of an additional offense for each additional day in violation of this Section.
(Source: P.A. 93-967, eff. 1-1-05.)
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