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CHAPTER 805 BUSINESS ORGANIZATIONS
Revised Uniform Limited Partnership Act.
Distributions and Withdrawal
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(805
ILCS 210/Art. 6 heading)
(Article
scheduled to be repealed on January 1,
2008)
ARTICLE 6
Distributions and Withdrawal
(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 Repealed on 1-1-2008 by 805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 210/601) (from Ch. 106 1/2, par. 156-1)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
601. Interim Distributions. Except as provided in this Article,
a partner is entitled to receive distributions from a limited
partnership before his or her withdrawal from the partnership
and before the dissolution and winding up thereof to the extent
and at the times or upon the happening of the events specified
in the partnership agreement; but if any distribution constitutes
a return of any part of his or her contribution under Section
608(c), to the extent and at the times or upon the happening
of the events specified in the partnership agreement.
(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 Repealed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 210/602) (from Ch. 106 1/2, par. 156-2)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
602. Withdrawal of General Partner and Assignment of a General
Partner's Partnership Interest.
(a)
A general partner may withdraw from a limited partnership at
the time or upon the happening of events specified in the partnership
agreement and in accordance with the partnership agreement. A
partnership agreement may provide that a general partner shall
not have the right to withdraw as a general partner of a limited
partnership. Notwithstanding that a partnership agreement provides
that a general partner does not have the right to withdraw as
a general partner of a limited partnership, a general partner
may withdraw from a limited partnership at any time by giving
written notice to the other partners. If the withdrawal of a
general partner violates the partnership agreement, the limited
partnership may recover from the withdrawing general partner
damages for breach of the partnership agreement and offset the
damages against the amount otherwise distributable to him or
her in addition to any remedies otherwise available under applicable
law.
(b)
Notwithstanding anything to the contrary set forth in this Act,
a partnership agreement may provide that a general partner may
not assign a partnership interest in a limited partnership prior
to the dissolution and winding up of the limited partnership.
(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.)
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(805
ILCS 210/603) (from Ch. 106 1/2, par. 156-3)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
603. Withdrawal of Limited Partner. A limited partner may withdraw
from a limited partnership only at the time or upon the happening
of events specified in writing in the partnership agreement
and in accordance with the partnership agreement. Notwithstanding
anything to the contrary under applicable law, unless a partnership
agreement provides otherwise, a limited partner may not withdraw
from a limited partnership prior to the dissolution and winding
up of the limited partnership. Notwithstanding anything to the
contrary under applicable law, a partnership agreement may provide
that a partnership interest may not be assigned prior to the
dissolution and winding up of the limited partnership.
Unless
otherwise provided in a partnership agreement, a limited partnership
whose original certificate of limited partnership was filed with
the Secretary of State and effective prior to the effective date
of this amendatory Act of 2000, shall continue to be governed
by this Section as in effect before the effective date of this
amendatory Act of 2000, and shall not be governed by the changes
made in this Section by this amendatory Act of 2000.
(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.)
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(805
ILCS 210/604) (from Ch. 106 1/2, par. 156-4)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
604. Distribution upon Withdrawal. Except as provided in this
Article, upon withdrawal any withdrawing partner is entitled
to receive any distribution to which he or she is entitled under
the partnership agreement and, if not otherwise provided in
the agreement, he or she is entitled to receive, within a reasonable
time after withdrawal, the fair value of his or her interest
in the limited partnership as of the date of withdrawal based
upon his or her right to share in distributions from the limited
partnership.
(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 210/605) (from Ch. 106 1/2, par. 156-5)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
605. Distribution in Kind. Except as provided in writing in
the partnership agreement, a partner, regardless of the nature
of his or her contribution, has no right to demand and receive
any distribution from a limited partnership in any form other
than cash. Except as provided in writing in the partnership
agreement, a partner may not be compelled to accept a distribution
of any asset in kind from a limited partnership to the extent
that the percentage of the asset distributed to him or her exceeds
a percentage of that asset which is equal to the percentage
in which he or she shares in distributions from the limited
partnership.
(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 210/606) (from Ch. 106 1/2, par. 156-6)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
606. Right to Distribution. At the time a partner becomes entitled
to receive a distribution, he or she has the status of, and is
entitled to all remedies available to, a creditor of the limited
partnership with respect to the distribution.
(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 210/607) (from Ch. 106 1/2, par. 156-7)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
607. Limitations on Distribution. A partner may not receive a
distribution from a limited partnership to the extent that, after
giving effect to the distribution, all liabilities of the limited
partnership, other than liabilities to partners on account of
their partnership interests, exceed the fair value of the partnership
assets.
(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 210/608) (from Ch. 106 1/2, par. 156-8)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
608. Liability upon Return of Contribution.
(a)
If a partner has received the return of any part of his or her
contribution without violation of the certificate of limited
partnership, the partnership agreement or this Act, he or she
is liable to the limited partnership for a period of one year
thereafter for the amount of the returned contribution, but only
to the extent necessary to discharge the limited partnership's
liabilities to creditors who extended credit to the limited partnership
during the period the contribution was held by the partnership.
(b)
If a partner has received the return of any part of his or her
contribution in violation of the certificate of limited partnership,
the partnership agreement or this Act, he or she is liable to
the limited partnership for a period of 6 years thereafter for
the amount of the contribution wrongfully returned.
(c)
A partner receives a return of his or her contribution to the
extent that a distribution to him or her reduces his or her share
of the fair value of the net assets of the limited partnership
below the value (as set forth in the records of the limited partnership
required to be kept pursuant to Section 104) of his or her contribution
which has not been distributed to 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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