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(805
ILCS 210/Art. 2 heading)
(Article
scheduled to be repealed on January 1,
2008)
ARTICLE 2
FORMATION: CERTIFICATE OF LIMITED
PARTNERSHIP
(Source: P.A. 93-967, eff.
1-1-05. Repealed on 1-1-2008 by 805
ILCS 215/1401.)
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(805
ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
201. Certificate of Limited Partnership.
(a)
In order to form a limited partnership, a certificate of limited
partnership must be executed and filed in the office of the Secretary
of State in Springfield or Chicago. Certificates may be filed in
such additional offices as the Secretary of State may designate.
The certificate shall set forth:
(1)
the name of the limited partnership;
(2)
the purposes for which the partnership is
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formed,
which may be stated to be, or to include, the transaction
of any or all lawful businesses for which limited
partnerships may be formed under this Act;
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(3)
the address of the office at which the records
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required
to be maintained by Section 104 are kept and the
name of its registered agent and the address of its
registered office required to be maintained by Section
103;
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(4)
the name and business address of each general
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(5)
the latest date, if any, upon which the limited
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partnership
is to dissolve;
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(6)
any other matters the partners determine to
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(7)
any other information the Secretary of State
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shall
by rule deem necessary to administer this Act.
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(b)
A limited partnership is formed at the time of the filing
of the certificate of limited partnership in the office of
the Secretary of State or at any later time, not more than
60 days subsequent to the filing of the certificate of limited
partnership, specified in the certificate of limited partnership
if, in either case, there has been substantial compliance
with the requirements of this Section.
(c)
A limited partnership may be formed by converting a partnership
to a limited partnership as provided in Section 902 of the Uniform
Partnership Act (1997).
(Source: P.A.
92-740, eff. 1-1-03; 93-967, eff. 1-1-05.
Repealed on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/202) (from Ch. 106 1/2, par. 152-2)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
202. Amendment to Certificate. (a) A certificate of limited
partnership is amended by filing a certificate of amendment
thereto in the office of the Secretary of State in Springfield or Chicago. Amendments may be filed in
such additional offices as the Secretary of State may designate.
The certificate of amendment shall set forth:
(1)
the name of the limited partnership;
(2)
the date of filing the certificate of limited partnership; and
(3)
the amendment to the certificate of limited partnership.
(b)
Within 30 days after the happening of any of the following events,
an amendment to a certificate of limited partnership reflecting
the occurrence of the event or events shall be filed:
(1)
the admission of a new general partner;
(2)
the withdrawal of a general partner;
(3)
the continuation of the business under Section 801 after an event
of withdrawal of a general partner;
(4)
a change in the name of its registered agent or the address of
its registered office; or
(5)
a change in the address of the office at which the records required
by Section 201 are kept;
(c)
Within 90 days after the end of a fiscal year of the partnership
during which there has been a change in the aggregate amount
or character of the contributions of the partners, or in the
partners' aggregate obligations to make contributions, an amendment
to a certificate of limited partnership reflecting the change
shall be filed.
(d)
A general partner who becomes aware that any statement in a certificate
of limited partnership was false when made or that any arrangements
or other facts described have changed, making the certificate
of limited partnership inaccurate in any respect, shall promptly
amend the certificate of limited partnership.
(e)
A certificate of limited partnership may be amended at any time
for any other proper purpose the general partners determine.
(f)
No person has any liability because an amendment to a certificate
of limited partnership has not been filed to reflect the occurrence
of any event referred to in subsection (b) of this Section or
a change in contributions referred to in subsection (c) of this
Section if the amendment is filed within the times specified
in subsection (b) or subsection (c).
(g)
A restated certificate of limited partnership may be executed
and filed in the same manner as a certificate of amendment.
(Source: P.A.
85-403; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/203) (from Ch. 106 1/2, par. 152-3)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
203. Cancellation of Certificate. A certificate of limited partnership
shall be cancelled upon the dissolution and the commencement
of winding up of a limited partnership or at any other time
when there are no limited partners. A certificate of cancellation
shall be filed in the office of the Secretary of State and set
forth:
(1)
the name of the limited partnership;
(2)
the date of filing of its certificate of limited partnership;
(3)
the reason for filing the certificate of cancellation;
(4)
the effective date (which shall be a date certain not more than
60 days subsequent to the filing of the certificate of cancellation)
of cancellation if it is not to be effective upon the filing
of the certificate;
(5)
any other information the general partner or general partners
filing the certificate of cancellation determine; and
(6)
a post office address to which the Secretary of State may mail
a copy of any process against the limited partnership that may
be served upon him or her.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/204) (from Ch. 106 1/2, par. 152-4)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
204. Execution of Certificates. (a) Each certificate required
by this Article to be filed in the office of the Secretary of
State shall be executed in the following manner:
(1)
an original certificate of limited partnership must be signed
by all general partners;
(2)
a certificate of amendment or restated certificate of limited
partnership must be signed by at least one general partner and
by each other general partner designated in the certificate as
a new general partner; and
(3)
a certificate of cancellation must be signed by all general partners.
(b)
Any person may sign a certificate by an attorney-in-fact,
but a power of attorney to sign a certificate relating to the
admission of a general partner must specifically refer to the
admission.
(c)
The execution of a certificate by a general partner constitutes
an affirmation under the penalties of perjury that the facts
stated therein are true.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/205) (from Ch. 106 1/2, par. 152-5)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
205. Amendment or Cancellation by Judicial Act. If a person
required by Section 204 to execute a certificate of amendment
or cancellation fails or refuses to do so, any other partner,
and any assignee of a partnership interest, who is adversely
affected by the failure or refusal, may petition the circuit
court to direct the amendment or cancellation. If the court
finds that the amendment or cancellation is proper and that
any person so designated has failed or refused to execute the
certificate, it shall order the Secretary of State to record
an appropriate certificate of amendment or cancellation.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/206) (from Ch. 106 1/2, par. 152-6)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
206. Filing in Office of Secretary of State. (a) Whenever any
provision of this Act requires a limited partnership to file
any document with the office of the Secretary of State, such
requirement means that:
(1)
the original document, signed by a general partner, and one copy
(which may be a signed, carbon or photocopy), shall be delivered
to the office of the Secretary of State;
(2)
all fees and charges authorized by law to be collected by the
Secretary of State in connection with the filing of the document
shall be tendered to the Secretary of State; and
(3)
unless the Secretary of State finds that the document does not
conform to law, he or she shall, when all fees have been paid:
(i)
endorse on the original and on the copy the word "Filed" and
the month, day and year of the filing thereof;
(ii)
file in his or her office the original of the document; and
(iii)
return the copy to the person who filed it or his or her representative
who shall file it for record in the office of the Recorder of
the county in which the registered office of the limited partnership
in this State is situated. Upon filing any document in the office
of the Recorder, as provided in this subparagraph, the partnership
or its representative shall pay to the office of the Recorder
the appropriate filing or recording fee imposed by law.
(b)
If another Section of this Act specifically prescribes a manner
of filing or signing a specified document which differs from
the corresponding provisions of this Section, then the provisions
of such other Section shall govern.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/207) (from Ch. 106 1/2, par. 152-7)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
207. Liability for False Statement in Certificate. If any certificate
of limited partnership, restated certificate of limited partnership,
or certificate of amendment or cancellation, contains a false
statement, one who suffers loss by reliance on the statement
may recover damages for the loss from:
(1)
any person who executes the certificate, or causes another to
execute it on his or her behalf, and knew, and any general partner
who knew or should have known, the statement to be false at the
time the certificate was executed; and
(2)
any general partner who thereafter knows or should have known
that any arrangement or other fact described in the certificate
has changed, making the statement inaccurate in any respect within
a sufficient time before the statement was relied upon reasonably
to have enabled that general partner to cancel or amend the certificate
or, in the case of a certificate of amendment or cancellation,
to file a petition for its cancellation or amendment under Section
205.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/208) (from Ch. 106 1/2, par. 152-8)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
208. Notice. The fact that a certificate of limited partnership
is on file in the office of the Secretary of State is notice
that the partnership is a limited partnership and that the persons
designated therein as general partners are general partners,
but it is not notice of any other fact.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/209) (from Ch. 106 1/2, par. 152-9)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
209. Delivery of Certificates to Limited Partners. Upon the return
by the Secretary of State pursuant to Section 206 of a certificate
marked "Filed", the general partners shall promptly
deliver or mail a copy of the certificate of limited partnership,
any restated certificate of limited partnership, and each certificate
of amendment to each limited partner unless the partnership agreement
provides otherwise.
(Source: P.A.
84-1412; 93-967, eff. 1-1-05. Repealed
on 1-1-2008 by 805 ILCS 215/1401.)
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(805
ILCS 210/210)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
210. Merger of limited partnership.
(a)
Under a plan of merger approved under subsection (c) of this
Section, any one or more limited partnerships may merge into
one of such limited partnerships or with or into one or more
limited liability companies of this State, any other state or
states of the United States, or the District of Columbia, if
the laws of the other state or states or the District of Columbia
permit the merger. The limited partnership or partnerships and
the limited liability company or companies, if any, may merge
with or into a limited partnership, which may be any one of these
limited partnerships, or they may merge with or into a limited
liability company, which may be any one of these limited liability
companies, which shall be a limited partnership or limited liability
company of this State, any other state of the United States,
or the District of Columbia, which permits the merger.
(b)
A plan of merger must set forth all of the following:
(1)
The name of each entity that is a party to the
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(2)
The name of the surviving entity into which the
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other
entity or entities will merge.
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(3)
The type of organization of the surviving entity.
(4)
The terms and conditions of the merger.
(5)
The manner and basis for converting the
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interests,
obligations, or other securities of each party to
the merger into interests, obligations, or securities
of the surviving entity, or into money or other property
in whole or in part.
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(6)
The street address of the surviving entity's
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principal
place of business.
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(c)
The plan of merger required by subsection (b) of this Section
must be approved by each party to the merger in accordance
with all of the following:
(1)
In the case of a domestic limited partnership,
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by
all of the partners or by the number or percentage
of the partners required to approve a merger in the
partnership agreement.
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(2)
In the case of a limited liability company, in
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accordance
with the terms of the limited liability company operating
agreement, if any, and in accordance with the laws
under which it was formed.
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(d)
After a plan of merger is approved and before the merger
takes effect, the plan may be amended or abandoned as provided
in the plan of merger.
(e)
If a limited partnership or partnerships are merging under this
Section, the limited partnership or partnerships and the limited
liability company or companies that are parties to the merger must
sign the articles of merger. The articles of merger shall be delivered
to the Secretary of State of this State for filing. The articles
must set forth all of the following:
(1)
The name of each limited partnership and the
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name
and jurisdiction of organization of each limited
liability company, if any, that is a party to the
merger.
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(2)
For each limited partnership that is to merge,
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the
date its certificate of limited partnership was filed
with the Secretary of State.
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(3)
That a plan of merger has been approved and
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signed
by each limited partnership and each limited liability
company, if any, that is a party to the merger.
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(4)
The name and address of the surviving limited
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partnership
or surviving limited liability company.
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(5)
The effective date of the merger.
(6)
If a limited partnership is the surviving
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entity,
any changes in its certificate of limited partnership
that are necessary by reason of the merger.
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(7)
If a party to the merger is a foreign limited
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liability
company, the jurisdiction and date of the filing
of its articles of organization and the date when
its application for authority was filed with the
Secretary of State of this State or, if an application
has not been filed, a statement to that effect.
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(8)
If the surviving entity is not a domestic
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limited
partnership or limited liability company organized
under the laws of this State, an agreement that the
surviving entity may be served with process in this
State and is subject to liability in any action or
proceeding for the enforcement of any liability or
obligation of any limited partnership previously
subject to suit in this State that is to merge, and
for the enforcement, as provided in this Act, of
the right of partners of any limited partnership
to receive payment for their interest against the
surviving entity.
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(f)
The merger is effective upon the filing of the articles of
merger with the Secretary of State of this State, or on a
later date as specified in the articles of merger not later
than 30 days subsequent to the filing of the plan of merger
under subsection (e) of this Section.
(g)
Upon the merger becoming effective, articles of merger shall act
as a certificate of cancellation for a domestic limited partnership
which is not the surviving entity of the merger.
(h)
Upon the merger becoming effective, articles of merger may operate
as an amendment to the certificate of limited partnership of the
limited partnership which is the surviving entity of the merger.
(i)
When any merger becomes effective under this Section:
(1)
the separate existence of each limited
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partnership
and each limited liability company, if any, that
is a party to the merger, other than the surviving
entity, terminates;
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(2)
all property owned by each limited partnership
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and
each limited liability company, if any, that is a
party to the merger vests in the surviving entity;
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