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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    (Article scheduled to be repealed on January 1, 2008)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 Repealed on 1-1-2008 by 805 ILCS 215/1401.)



    (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    (Section scheduled to be repealed on January 1, 2008)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 Repealed on 1-1-2008 by 805 ILCS 215/1401.)



    (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    (Section scheduled to be repealed on January 1, 2008)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.)



    (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.)



    (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.)



    (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.)



    (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.)



    (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.)



    (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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