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

(805 ILCS 215/Art. 11 heading)

ARTICLE 11

CONVERSION AND MERGER

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

    (805 ILCS 215/1101)
    Sec. 1101. Definitions. In this Article:
    (1) "Constituent limited partnership" means a constituent organization that is a limited partnership.
    (2) "Constituent organization" means an organization that is party to a merger.
    (3) "Converted organization" means the organization into which a converting organization converts pursuant to Sections 1102 through 1105.
    (4) "Converting limited partnership" means a converting organization that is a limited partnership.
    (5) "Converting organization" means an organization that converts into another organization pursuant to Section 1102.
    (6) "General partner" means a general partner of a limited partnership.
    (7) "Governing statute" of an organization means the statute that governs the organization's internal affairs.
    (8) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
    (9) "Organizational documents" means:
        (A) for a domestic or foreign general partnership,

its partnership agreement;

(B) for a limited partnership or foreign limited

partnership, its certificate of limited partnership and partnership agreement;

company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;

(D) for a business trust, its agreement of trust and

declaration of trust;

(E) for a domestic or foreign corporation for profit,

its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and

(F) for any other organization, the basic records

that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(10) "Personal liability" means personal liability for a

debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

(A) by the organization's governing statute solely by

reason of the person co-owning, having an interest in, or being a member of the organization; or

(B) by the organization's organizational documents

under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.

(11) "Surviving organization" means an organization into

which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.

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

    (805 ILCS 215/1102)
    Sec. 1102. Conversion.
    (a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this Section and Sections 1103 through 1105 and a plan of conversion, if:
        (1) the other organization's governing statute

authorizes the conversion;

(2) the conversion is not prohibited by the law of

the jurisdiction that enacted the governing statute; and

(3) the other organization complies with its

governing statute in effecting the conversion.

(b) A plan of conversion must be in a record and must

include:

(1) the name and form of the organization before

conversion;

(2) the name and form of the organization after

conversion; and

(3) the terms and conditions of the conversion,

including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and

(4) the organizational documents of the converted

organization.

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

    (805 ILCS 215/1103)
    Sec. 1103. Action on plan of conversion by converting limited partnership.
    (a) Subject to Section 1110, a plan of conversion must be consented to by all the partners of a converting limited partnership.
    (b) Subject to Section 1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 1104, a converting limited partnership may amend the plan or abandon the planned conversion:
        (1) as provided in the plan; and
        (2) except as prohibited by the plan, by the same

consent as was required to approve the plan.

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

    (805 ILCS 215/1104)
    Sec. 1104. Filings required for conversion; effective date.
    (a) After a plan of conversion is approved:
        (1) a converting limited partnership shall deliver to

the Secretary of State for filing articles of conversion, which must include:

(A) a statement that the limited partnership has

been converted into another organization;

(B) the name and form of the organization and the

jurisdiction of its governing statute;

the governing statute of the converted organization;

(D) a statement that the conversion was approved

as required by this Act;

(E) a statement that the conversion was approved

as required by the governing statute of the converted organization; and

(F) if the converted organization is a foreign

organization not authorized to transact business in this State, the street and mailing address of an office which the Secretary of State may use for the purposes of Section 1105(c); and

(2) if the converting organization is not a

converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by Section 201:

(A) a statement that the limited partnership was

converted from another organization;

(B) the name and form of the organization and the

jurisdiction of its governing statute; and

in a manner that complied with the organization's governing statute.

(b) A conversion becomes effective:
(1) if the converted organization is a limited

partnership, when the certificate of limited partnership takes effect; and

(2) if the converted organization is not a limited

partnership, as provided by the governing statute of the converted organization.

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

    (805 ILCS 215/1105)
    Sec. 1105. Effect of conversion.
    (a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion.
    (b) When a conversion takes effect:
        (1) all property owned by the converting organization

remains vested in the converted organization;

(2) all debts, liabilities, and other obligations of

the converting organization continue as obligations of the converted organization;

(3) an action or proceeding pending by or against the

converting organization may be continued as if the conversion had not occurred;

(4) except as prohibited by other law, all of the

rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

(5) except as otherwise provided in the plan of

conversion, the terms and conditions of the plan of conversion take effect; and

(6) except as otherwise agreed, the conversion does

not dissolve a converting limited partnership for the purposes of Article 8.

organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in Section 117(c) and (d).

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