Chapter 805 - Business Organizations - Revised Uniform Limited Partnership Act.

(805 ILCS 210/Art. 4 heading)
(Article scheduled to be repealed on January 1, 2008)

ARTICLE 4

General Partners

(Source: P.A. 93-967, eff. 1-1-05. Repealed on 1-1-2008 by 805 ILCS 215/1401.)

    (805 ILCS 210/401) (from Ch. 106 1/2, par. 154-1)
    (Section scheduled to be repealed on January 1, 2008)
    Sec. 401. Admission of Additional General Partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners.
(Source: P.A. 84-1412; 93-967, eff. 1-1-05. Repealed on 1-1-2008 by 805 ILCS 215/1401.)

    (805 ILCS 210/402) (from Ch. 106 1/2, par. 154-2)
    (Section scheduled to be repealed on January 1, 2008)
    Sec. 402. Events of Withdrawal.
    (a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
        (1) the general partner withdraws from the limited

partnership as provided in Section 602;

(2) the general partner ceases to be a member of the

limited partnership as provided in Section 702;

(3) the general partner is removed as a general

partner in accordance with the partnership agreement;

(4) unless otherwise provided in the agreement of

limited partnership, or with the written consent of all partners, the general partner (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(5) unless otherwise provided in the agreement of

limited partnership, or with the written consent of all partners, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6) in the case of a general partner who is a

natural person,

(i) his death; or
(ii) the entry by a court of competent

jurisdiction adjudicating him incompetent to manage his person or his estate;

(7) in the case of a general partner who is acting

as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8) in the case of a general partner that is a

separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) in the case of a general partner that is a

corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of 90 days after the date of notice to the corporation of revocation without a reinstatement of its charter;

(10) unless otherwise provided in the partnership

agreement, or with the written consent of all partners, in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership; or

(11) in the case of a general partner who is not an

individual, partnership, corporation, trust, or estate, the termination of the general partner.

(b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivision (a)(4) or (a)(5) of this Section shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within 30 days after the date of occurrence of the event of withdrawal.
(Source: P.A. 91-840, eff. 1-1-01; 93-967, eff. 1-1-05. Repealed on 1-1-2008 by 805 ILCS 215/1401.)

    (805 ILCS 210/403) (from Ch. 106 1/2, par. 154-3)
    (Section scheduled to be repealed on January 1, 2008)
    Sec. 403. General Powers and Liabilities.
    (a) Except as provided in this Act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
    (b) Except as provided in this Act, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this Act or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
(Source: P.A. 84-1412; 93-967, eff. 1-1-05. Repealed on 1-1-2008 by 805 ILCS 215/1401.)

    (805 ILCS 210/404) (from Ch. 106 1/2, par. 154-4)
    (Section scheduled to be repealed on January 1, 2008)
    Sec. 404. Contributions by General Partner. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
(Source: P.A. 84-1412; 93-967, eff. 1-1-05. Repealed on 1-1-2008 by 805 ILCS 215/1401.)

    (805 ILCS 210/405) (from Ch. 106 1/2, par. 154-5)
    (Section scheduled to be repealed on January 1, 2008)
    Sec. 405. Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
(Source: P.A. 84-1412; 93-967, eff. 1-1-05. Repealed on 1-1-2008 by 805 ILCS 215/1401.)