Chapter 805 - Business Organizations - Uniform Limited Partnership Act. (2001)

(805 ILCS 215/Art. 1 heading)

ARTICLE 1

GENERAL PROVISIONS

(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/0.01)
Sec. 0.01. Short title. This Act may be cited as the Uniform Limited Partnership Act (2001).
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/101)
Sec. 101. Short title. (See Section 0.01 for short title.)
(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/102)
    Sec. 102. Definitions. In this Act:
        (1) "Anniversary" means that day every year exactly

one or more years after: (i) the date the certificate of limited partnership was filed by the Office of the Secretary of State, in the case of a limited partnership; or (ii) the date the certificate of authority to transact business was filed by the Office of the Secretary of State, in the case of a foreign limited partnership.

(2) "Anniversary month" means the month in which the

anniversary of the limited partnership or foreign limited partnership occurs.

(3) "Certificate of limited partnership" means the

certificate required by Section 201. The term includes the certificate as amended or restated.

(4) "Contribution", except in the phrase "right of

contribution", means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.

(5) "Debtor in bankruptcy" means a person that is the

subject of:

(A) an order for relief under Title 11 of the

United States Code or a comparable order under a successor statute of general application; or

(B) a comparable order under federal, state, or

foreign law governing insolvency.

(6) "Designated office" means:
(A) with respect to a limited partnership, the

office that the limited partnership is required to designate and maintain under Section 114; and

(B) with respect to a foreign limited

partnership, its principal office.

(7) "Distribution" means a transfer of money or other

property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

(8) "Foreign limited liability limited partnership"

means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 404(c).

(9) "Foreign limited partnership" means a partnership

formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

(10) "General partner" means:
(A) with respect to a limited partnership, a

person that:

(i) becomes a general partner under Section

401; or

(ii) was a general partner in a limited

partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and

(B) with respect to a foreign limited

partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(11) "Limited liability limited partnership", except

in the phrase "foreign limited liability limited partnership", means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.

(12) "Limited partner" means:
(A) with respect to a limited partnership, a

person that:

(i) becomes a limited partner under Section

301; or

(ii) was a limited partner in a limited

partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and

(B) with respect to a foreign limited

partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(13) "Limited partnership", except in the phrases

"foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners, which is formed under this Act by two or more persons or becomes subject to this Act under Article 11 or Section 1206(a) or (b). The term includes a limited liability limited partnership.

(14) "Partner" means a limited partner or general

partner.

(15) "Partnership agreement" means the partners'

agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

(16) "Person" means an individual, corporation,

business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; public corporation, or any other legal or commercial entity.

(17) "Person dissociated as a general partner" means

a person dissociated as a general partner of a limited partnership.

(18) "Principal office" means the office where the

principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.

(19) "Record" means information that is inscribed on

a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(20) "Required information" means the information

that a limited partnership is required to maintain under Section 111.

(21) "Sign" means:
(A) to execute or adopt a tangible symbol with

the present intent to authenticate a record; or

(B) to attach or logically associate an

electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

(22) "State" means a state of the United States, the

District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(23) "Transfer" includes an assignment, conveyance,

deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(24) "Transferable interest" means a partner's right

to receive distributions.

(25) "Transferee" means a person to which all or part

of a transferable interest has been transferred, whether or not the transferor is a partner.

(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/103)
    Sec. 103. Knowledge and notice.
    (a) A person knows a fact if the person has actual knowledge of it.
    (b) A person has notice of a fact if the person:
        (1) knows of it;
        (2) has received a notification of it;
        (3) has reason to know it exists from all of the

facts known to the person at the time in question; or

(4) has notice of it under subsection (c) or (d).
(c) A certificate of limited partnership on file in the

Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.

(d) A person has notice of:
(1) another person's dissociation as a general

partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;

(2) a limited partnership's dissolution, 90 days

after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(3) a limited partnership's termination, 90 days

after the effective date of a statement of termination;

(4) a limited partnership's conversion under Article

11, 90 days after the effective date of the articles of conversion; or

(5) a merger under Article 11, 90 days after the