805 ILCS 215/ – An Act concerning limited partnerships. | Midpage

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Illinois Compiled Statutes

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215

805 ILCS 215/

An Act concerning limited partnerships.

0.01Short title 1001Direct action by partner 1002Derivative action 1003Proper plaintiff 1004Pleading 1005Proceeds and expenses 101805 Ilcs 215/101 102Definitions 103Knowledge and notice 104Nature, purpose, and duration of entity 105Powers 106Governing law 107Supplemental principles of law; rate of interest 108.5Assumed name 108Name 109Reservation of name 110Effect of partnership agreement; nonwaivable provisions 1101Definitions 1102Conversions and domestications 1103805 Ilcs 215/1103 1104805 Ilcs 215/1104 1105805 Ilcs 215/1105 1106Merger 1107Action on plan of merger by constituent limited partnership 1108Filings required for merger; effective date 1109Effect of merger 111Required information 1110Restrictions on approval of mergers and on relinquishing LLLP status 1111Liability of general partner after merger 1112Power of general partners and persons dissociated as general partners to bind organization after merger 1113Article not exclusive 112Business transactions of partner with partnership 113Dual capacity 114Office and agent for service of process 115Change of designated office or agent for service of process 116Resignation of agent for service of process 117Service of process 118Consent and proxies of parties 119Locale misrepresentation 1201Uniformity of application and construction 1202Severability clause 1203Relation to Electronic Signatures in Global and National Commerce Act 1204805 Ilcs 215/1204 1205805 Ilcs 215/1205 1206Application to existing relationships 1207.2805 Ilcs 215/1207.2 1207.3805 Ilcs 215/1207.3 1207.4805 Ilcs 215/1207.4 1207Savings clause 1301List of partnerships 1302Fees 1303Powers of the Secretary of State and rulemaking 1304Certified copies and certificates 1305805 Ilcs 215/1305 1306Forms 1307File number 1308Department of Business Services Special Operations Fund 1309Judicial review under the Administrative Review Law 1310Illinois Administrative Procedure Act 1401Repeal 1402Effective date 201Formation of limited partnership; certificate of limited partnership 202Amendment or restatement of certification 203Statement of termination 204.5Electronic filing 204Signing of records 205Signing and filing pursuant to judicial order 206Delivery to and filing of records by Secretary of State; effective time and date 207Correcting filed record 208Liability for false information in filed record 209Certificate of existence or authorization 210Annual report for Secretary of State 301Becoming limited partner 302No right or power as limited partner to bind limited partnership 303No liability as limited partner for limited partnership obligation 304Right of limited partner and former limited partner to information 305Limited duties of limited partners 306Person erroneously believing self to be limited partner 401Becoming general partner 402General partner agent of limited partnership 403Limited partnership liable for general partner's actionable conduct 404General partner's liability 405Actions by and against partnership and partners 406Management rights of general partner 407Right of general partner and former general partner to information 408General standards of general partner's conduct 501Form of contribution 502Liability for contribution 503Sharing of distributions 504Interim distributions 505No distribution on account of dissociation 506Distribution in kind 507Right to distribution 508Limitations on distribution 509Liability for improper distributions 601Dissociation as limited partner 602Effect of dissociation as limited partner 603Dissociation as general partner 604Persons to dissociate as general partner; wrongful dissociation 605Effect of dissociation as general partner 606Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner 607Liability to other persons of person dissociated as general partner 701Partner's transferable interest 702Transfer of partner's transferable interest 703Rights of creditor of partner or transferee 704Power of estate of deceased partner 801Nonjudicial dissolution 802Judicial dissolution 803Winding up 804Power of general partner and person dissociated as general partner to bind partnership after dissolution 805Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner 806Known claims against dissolved limited partnership 807Other claims against dissolved limited partnership 808Liability of general partner and person dissociated as general partner when claim against limited partnership barred 809Administrative dissolution 810Reinstatement following administrative dissolution 811Appeal from denial of reinstatement 812Disposition of assets; when contributions required 901Governing law 902.5Amended application for certificate of authority 902Application for certificate of authority 903Activities not constituting transacting business 904Filing of certificate of authority 905Noncomplying name of foreign limited partnership 906.5Reinstatement following revocation 906Revocation of certificate of authority 907Cancellation of certificate of authority; effect of failure to have certificate 908Action by Attorney General