Chapter 805 - Business Organizations - Uniform Partnership Act (1997)

(805 ILCS 206/Art. 1 heading)

ARTICLE 1

GENERAL PROVISIONS

(805 ILCS 206/100)
Sec. 100. Short title. This Act may be cited as the Uniform Partnership Act (1997).
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/101)
    Sec. 101. Definitions. In this Act:
    (a) "Business" includes every trade, occupation, and profession.
    (b) "Debtor in bankruptcy" means a person who is the subject of:
        (1) an order for relief under Title 11 of the United

States Code or a comparable order under a successor statute of general application; or

(2) a comparable order under federal, state, or

foreign law governing insolvency.

    (c) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
    (d) "Foreign limited liability partnership" means a partnership that:
        (1) is formed under laws other than the laws of this

State; and

(2) has the status of a limited liability

partnership under those laws.

    (e) "Limited liability partnership" means a partnership that has filed a statement of qualification under Section 1001 and does not have a similar statement in effect in any other jurisdiction.
    (f) "Partnership" means an association of 2 or more persons to carry on as co-owners a business for profit formed under Section 202 of this Act, predecessor law, or comparable law of another jurisdiction.
    (g) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
    (h) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
    (i) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
    (j) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
    (k) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
    (l) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
    (m) "Statement" means a statement of partnership authority under Section 303 of this Act, a statement of denial under Section 304, a statement of dissociation under Section 704, a statement of dissolution under Section 805, a statement of merger under Section 907 or 908, a statement of qualification under Section 1001, a statement of withdrawal under Section 1001 or 1102, a statement of foreign qualification under Section 1102, or an amendment or cancellation of any of the foregoing.
    (n) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/102)
    Sec. 102. 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; or
        (3) has reason to know it exists from all of the

facts known to the person at the time in question.

    (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
    (d) A person receives a notification when the notification:
        (1) comes to the person's attention; or
        (2) is duly delivered at the person's place of

business or at any other place held out by the person as a place for receiving communications.

(e) Except as otherwise provided in subsection (f), 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 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. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction 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.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/103)
    Sec. 103. Effect of partnership agreement; nonwaivable provisions.
    (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. 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) The partnership agreement may not:
        (1) vary the rights and duties under Section 105

except to eliminate the duty to provide copies of statements to all of the partners;

(2) unreasonably restrict the right of access to

books and records under Section 403(b);

(3) eliminate or reduce a partner's fiduciary

duties, but may:

(i) identify specific types or categories of

activities that do not violate these duties, if not manifestly unreasonable; and

(ii) specify the number or percentage of

partners that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties;

(4) eliminate or reduce the obligation of good faith

and fair dealing under Section 404(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;

(5) vary the power to dissociate as a partner under

Section 602(a), except to require the notice under Section 601(1) to be in writing;

(6) vary the right of a court to expel a partner in

the events specified in Section 601(5);

(7) vary the requirement to wind up the partnership

business in cases specified in Section 801(4), (5), or (6);

(8) vary the law applicable to a limited liability

partnership under Section 106(b); or

(9) restrict the rights of a person, other than a

partner and transferee of a partner's transferable interest under this Act.

(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/104)
    Sec. 104. Supplemental principles of law.
    (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. 92-740, eff. 1-1-03.)

    (805 ILCS 206/105)
    Sec. 105. Execution, filing, and recording of statements.
    (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this Act with respect to partnership property located in or transactions that occur in this State.
    (b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this Act. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this Act.
    (c) A statement filed by a partnership must be executed by at least 2 partners. Other statements must be executed by a partner or other person authorized by this Act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
    (d) A person authorized by this Act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
    (e) A person who files a statement pursuant to this Section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
    (f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement as provided in Section 108. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/106)
    Sec. 106. Governing law.
    (a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
    (b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/107)
Sec. 107. Partnership subject to amendment or repeal of Act. A partnership governed by this Act is subject to any amendment to or repeal of this Act.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/108)
    Sec. 108. Fees.
    (a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and rules promulgated under its authority:
        (1) fees for filing documents;
        (2) miscellaneous charges; and
        (3) fees for the sale of lists of filings, copies of

any documents, and the sale or release of any information.

(b) The Secretary of State shall charge and collect:
(1) for furnishing a copy or certified copy of any

document, instrument, or paper relating to a registered limited liability partnership, $1 per page, but not less than $25, and $25 for the certificate and for affixing the seal to the certificate;

(2) for the transfer of information by computer

process media to any purchaser, fees established by rule;

(3) for filing a statement of partnership authority,

$25;

        (4) for filing a statement of denial, $25;
        (5) for filing a statement of dissociation, $25;
        (6) for filing a statement of dissolution, $100;
        (7) for filing a statement of merger, $100;
        (8) for filing a statement of qualification for a

limited liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;

(9) for filing a statement of foreign qualification,

$500;

(10) for filing a renewal statement for a limited

liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;

(11) for filing a renewal statement for a foreign

limited liability partnership, $300.

(12) for filing an amendment or cancellation of a

statement, $25;

(13) for filing a statement of withdrawal, $100;
(14) for the purposes of changing the registered

agent name or registered office, or both, $25.

(c) All fees collected pursuant to this Act shall be deposited into the Division of Corporations Limited Liability Partnership Fund.
(d) There is hereby continued in the State treasury a special fund to be known as the Division of Corporations Limited Liability Partnership Fund. Moneys deposited into the Fund shall, subject to appropriation, be used by the Business Services Division of the Office of the Secretary of State to administer the responsibilities of the Secretary of State under this Act. The balance of the Fund at the end of any fiscal year shall not exceed $200,000, and any amount in excess thereof shall be transferred to the General Revenue Fund.
(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/109)
Sec. 109. Illinois Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated in Articles 10 and 11 of this Act as if all of the provisions of the Illinois Administrative Procedure Act were included in Articles 10 and 11 of this Act, except that the provisions of subsection (c) of Section 10-65 of the Illinois Administrative Procedure Act, which provides that at a hearing the licensee has the right to show compliance with all lawful requirements for retention, continuation, or renewal of the license, is specifically excluded, and for the purposes of this Act, the notice required under Section 10-25 of the Illinois Administrative Procedure Act is deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 92-740, eff. 1-1-03.)