Statutes > Illinois Statutes > CHAPTER 805 BUSINESS ORGANIZATIONS > 805 ILCS 215/ Uniform Limited Partnership Act (2001). > Article 2 - Formation; Certificate of Limited Partnership and Other Filings

Article 2 - Formation; Certificate of Limited Partnership and Other Filings


     (805 ILCS 215/Art. 2 heading)
ARTICLE 2
FORMATION; CERTIFICATE OF
LIMITED PARTNERSHIP AND OTHER FILINGS
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/201)
    Sec. 201. Formation of limited partnership; certificate of limited partnership.
    (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
        (1) the name of the limited partnership, which must
     comply with Section 108;
        (2) the street and mailing address of the initial
     designated office and the name and street and mailing address of the initial agent for service of process;
        (3) the name and the street and mailing address of
     each general partner;
        (4) whether the limited partnership is a limited
     liability limited partnership;
        (5) any additional information required by Article
     11; and
        (6) the purpose or purposes for which the limited
     partnership is organized, which may be stated to be or to include, the transaction of any or all lawful businesses for which limited partnerships may be organized under this Act.
    (b) A certificate of limited partnership may also contain
     any other matters but may not vary or otherwise affect the provisions specified in Section 110(b) in a manner inconsistent with that Section.
    (c) If there has been substantial compliance with
     subsection (a), subject to Section 206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
    (d) Subject to subsection (b), if any provision of a
     partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
        (1) the partnership agreement prevails as to partners
     and transferees; and
        (2) the filed certificate of limited partnership,
     statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
(Source: P.A. 95‑368, eff. 8‑23‑07.)

    (805 ILCS 215/202)
    Sec. 202. Amendment or restatement of certification.
    (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11, articles of merger stating:
        (1) the name of the limited partnership;
        (2) the date of filing of its initial certificate; and
        (3) the changes the amendment makes to the
     certificate as most recently amended or restated.
    (b) A limited partnership shall promptly deliver to the
     Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
        (1) the admission of a new general partner;
        (2) the dissociation of a person as a general
     partner; or
        (3) the appointment of a person to wind up the
     limited partnership's activities under Section 803(c) or (d).
    (c) A general partner that knows that any information in
     a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
        (1) cause the certificate to be amended; or
        (2) if appropriate, deliver to the Secretary of State
     for filing a statement of change pursuant to Section 115 or a statement of correction pursuant to Section 207.
    (d) A certificate of limited partnership may be amended
     at any time for any other proper purpose as determined by the limited partnership.
    (e) A restated certificate of limited partnership may be
     delivered to the Secretary of State for filing in the same manner as an amendment.
    (f) Subject to Section 206(c), an amendment or restated
     certificate is effective when filed by the Secretary of State.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/203)
    Sec. 203. Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:
        (1) the name of the limited partnership;
        (2) the date of filing of its initial certificate of
     limited partnership; and
        (3) any other information as determined by the
     general partners filing the statement or by a person appointed pursuant to Section 803(c) or (d).
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/204)
    Sec. 204. Signing of records.
    (a) Each record delivered to the Secretary of State for filing pursuant to this Act must be signed in the following manner:
        (1) An initial certificate of limited partnership
     must be signed by all general partners listed in the certificate.
        (2) An amendment adding or deleting a statement that
     the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
        (3) An amendment designating as general partner a
     person admitted under Section 801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.
        (4) An amendment required by Section 803(c) following
     the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.
        (5) Any other amendment must be signed by:
            (A) at least one general partner listed in the
         certificate;
            (B) each other person designated in the amendment
         as a new general partner; and
            (C) each person that the amendment indicates has
         dissociated as a general partner, unless:
                (i) the person is deceased or a guardian or
             general conservator has been appointed for the person and the amendment so states; or
                (ii) the person has previously delivered to
             the Secretary of State for filing a statement of dissociation.
        (6) A restated certificate of limited partnership
     must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
        (7) A statement of termination must be signed by all
     general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to Section 803(c) or (d) to wind up the dissolved limited partnership's activities.
        (8) Articles of conversion must be signed by each
     general partner listed in the certificate of limited partnership.
        (9) Articles of merger must be signed as provided in
     Section 1108(a).
        (10) Any other record delivered on behalf of a
     limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate.
        (11) A statement by a person pursuant to Section
     605(a)(4) stating that the person has dissociated as a general partner must be signed by that person.
        (12) A statement of withdrawal by a person pursuant
     to Section 306 must be signed by that person.
        (13) A record delivered on behalf of a foreign
     limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.
        (14) Any other record delivered on behalf of any
     person to the Secretary of State for filing must be signed by that person.
    (b) Any person may sign by an attorney in fact any record
     to be filed pursuant to this Act.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/205)
    Sec. 205. Signing and filing pursuant to judicial order.
    (a) If a person required by this Act to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order:
        (1) the person to sign the record;
        (2) deliver the record to the Secretary of State for
     filing; or
        (3) the Secretary of State to file the record
     unsigned.
    (b) If the person aggrieved under subsection (a) is not
     the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.
    (c) A record filed unsigned pursuant to this Section is
     effective without being signed.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/206)
    Sec. 206. Delivery to and filing of records by Secretary of State; effective time and date.
    (a) A record authorized or required to be delivered to the Secretary of State for filing under this Act must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this Act, and if all filing fees have been paid, the Secretary of State shall file the record and:
        (1) for a statement of dissociation, send:
            (A) a copy of the filed statement and a receipt
         for the fees to the person which the statement indicates has dissociated as a general partner; and
            (B) a copy of the filed statement and receipt to
         the limited partnership;
        (2) for a statement of withdrawal, send:
            (A) a copy of the filed statement and a receipt
         for the fees to the person on whose behalf the record was filed; and
            (B) if the statement refers to an existing
         limited partnership, a copy of the filed statement and receipt to the limited partnership; and
        (3) for all other records, send a copy of the filed
     record and a receipt for the fees to the person on whose behalf the record was filed.
    (b) Upon request and payment of a fee, the Secretary of
     State shall send to the requester a certified copy of the requested record.
    (c) Except as otherwise provided in Sections 116 and 207,
     a record delivered to the Secretary of State for filing under this Act may specify an effective time and a delayed effective date. Except as otherwise provided in this Act, a record filed by the Secretary of State is effective:
        (1) if the record does not specify an effective time
     and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;
        (2) if the record specifies an effective time but not
     a delayed effective date, on the date the record is filed at the time specified in the record;
        (3) if the record specifies a delayed effective date
     but not an effective time, at 12:01 a.m. on the earlier of:
            (A) the specified date; or
            (B) the 90th day after the record is filed; or
        (4) if the record specifies an effective time and a
     delayed effective date, at the specified time on the earlier of:
            (A) the specified date; or
            (B) the 90th day after the record is filed.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/207)
    Sec. 207. Correcting filed record.
    (a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
    (b) A statement of correction may not state a delayed effective date and must:
        (1) describe the record to be corrected, including
     its filing date, or attach a copy of the record as filed;
        (2) specify the incorrect information and the reason
     it is incorrect or the manner in which the signing was defective; and
        (3) correct the incorrect information or defective
     signature.
    (c) When filed by the Secretary of State, a statement of
     correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
        (1) for the purposes of Section 103(c) and (d); and
        (2) as to persons relying on the uncorrected record
     and adversely affected by the correction.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/208)
    Sec. 208. Liability for false information in filed record.
    (a) If a record delivered to the Secretary of State for filing under this Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
        (1) a person that signed the record, or caused
     another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and
        (2) a general partner that has notice that the
     information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 202, file a petition pursuant to Section 205, or deliver to the Secretary of State for filing a statement of change pursuant to Section 115 or a statement of correction pursuant to Section 207.
    (b) Signing a record authorized or required to be filed
     under this Act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/209)
    Sec. 209. Certificate of existence or authorization.
    (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the Office of the Secretary of State show that the Secretary of State has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state:
        (1) the limited partnership's name;
        (2) that it was duly formed under the laws of this
     State and the date of formation;
        (3) whether all fees, taxes, and penalties due to the
     Secretary of State under this Act or other law have been paid;
        (4) whether the limited partnership's most recent
     annual report required by Section 210 has been filed by the Secretary of State;
        (5) whether the Secretary of State has
     administratively dissolved the limited partnership;
        (6) whether the limited partnership's certificate of
     limited partnership has been amended to state that the limited partnership is dissolved;
        (7) that a statement of termination has not been
     filed by the Secretary of State; and
        (8) other facts of record in the Office of the
     Secretary of State which may be requested by the applicant.
    (b) The Secretary of State, upon request and payment of
     the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the Office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
        (1) the foreign limited partnership's name and any
     alternate name adopted under Section 905(a) for use in this State;
        (2) that it is authorized to transact business in
     this State;
        (3) whether all fees, taxes, and penalties due to the
     Secretary of State under this Act or other law have been paid;
        (4) whether the foreign limited partnership's most
     recent annual report required by Section 210 has been filed by the Secretary of State;
        (5) that the Secretary of State has not revoked its
     certificate of authority and has not filed a notice of cancellation; and
        (6) other facts of record in the Office of the
     Secretary of State which may be requested by the applicant.
    (c) Subject to any qualification stated in the
     certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this State.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/210)
    Sec. 210. Annual report for Secretary of State.
    (a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states:
        (1) the name of the limited partnership or foreign
     limited partnership;
        (2) the street and mailing address of its designated
     office and the name and street and mailing address of its agent for service of process in this State;
        (3) in the case of a limited partnership, the street
     and mailing address of its principal office;
        (4) in the case of a foreign limited partnership, the
     State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under Section 905(a);
        (5) Additional information that may be necessary or
     appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited partnership; and
        (6) The annual report shall be made on forms
     prescribed and furnished by the Secretary of State, and the information therein, required by paragraphs (1) through (4) of subsection (a), both inclusive, shall be given as of the date of signing of the annual report. The annual report shall be signed by a general partner.
    (b) Information in an annual report must be current as
     of the date the annual report is delivered to the Secretary of State for filing.
    (c) The annual re