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

(805 ILCS 206/Art. 11 heading)

ARTICLE 11

FOREIGN LIMITED LIABILITY PARTNERSHIP

    (805 ILCS 206/1101)
    Sec. 1101. Law governing foreign limited liability partnership.
    (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
    (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State.
    (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/1102)
    Sec. 1102. Statement of foreign qualification.
    (a) Before transacting or continuing to transact business in this State, a foreign limited liability partnership must file a statement of qualification or a renewal statement under Section 1001; provided, however, that the statement must contain:
        (1) the name of the foreign limited liability

partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";

(2) the street address of the partnership's chief

executive office and, if different, the street address of an office of the partnership in this State, if any;

(3) the name and street address of the partnership's

agent for service of process;

(4) a brief statement of the business in which the

partnership engages;

(5) a deferred effective date, if any; and
(6) a document or documents sufficient under the

laws of the state or jurisdiction in which the limited liability partnership is organized to constitute official certification of current status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.

    (b) A foreign partnership may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the partnership. This subsection (b) does not apply to any foreign limited liability partnership that has gross annual revenues in excess of $100,000,000.
    (c) 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 (c) 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 (c) is on behalf of that telephone service provider or that publisher or distributor. This subsection (c) does not apply to any foreign limited liability partnership that has gross annual revenues in excess of $100,000,000.
    (d) A foreign limited liability 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 liability partnership is guilty of an additional offense for each additional day in violation of this Section.
    (e) The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.
    (f) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, unless the partnership voluntarily withdraws by filing a statement of withdrawal, in which event the status of the partnership as a foreign limited liability partnership shall terminate on the date such statement is filed or, if later, a date specified on the statement.
    (g) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
    (h) The Secretary of State shall register as a limited liability partnership any foreign limited liability partnership that submits a completed application with the required fee.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/1103)
    Sec. 1103. Effect of failure to qualify.
    (a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification.
    (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.
    (c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.
    (d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/1104)
    Sec. 1104. Activities not constituting transacting business.
    (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this Article include:
        (1) maintaining, defending, or settling an action or

proceeding;

(2) holding meetings of its partners or carrying on

any other activity concerning its internal affairs;

(3) maintaining bank accounts;
(4) maintaining offices or agencies for the

transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail

or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring indebtedness, with or

without a mortgage, or other security interest in property;

(8) collecting debts or foreclosing mortgages or

other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

(9) conducting an isolated transaction that is

completed within 30 days and is not one in the course of similar transactions; and

        (10) transacting business in interstate commerce.
    (b) For purposes of this Article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this Section, constitutes transacting business in this State.
    (c) This Section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State.
(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1105)
Sec. 1105. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this Article.
(Source: P.A. 92-740, eff. 1-1-03.)