Chapter 805 - Business Organizations - Uniform Limited Partnership Act. (2001) - Formation; Certificate of Limited Partnership and Other Filings

(805 ILCS 215/Art. 2 heading)

ARTICLE 2

FORMATION; CERTIFICATE OF

LIMITED PARTNERSHIP AND OTHER FILINGS

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

    (805 ILCS 215/201)
    Sec. 201. Formation of limited partnership; certificate of limited partnership.
    (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
        (1) the name of the limited partnership, which must

comply with Section 108;

(2) the street and mailing address of the initial

designated office and the name and street and mailing address of the initial agent for service of process;

(3) the name and the street and mailing address of

each general partner;

(4) whether the limited partnership is a limited

liability limited partnership; and

(5) any additional information required by Article 11.
(b) A certificate of limited partnership may also contain

any other matters but may not vary or otherwise affect the provisions specified in Section 110(b) in a manner inconsistent with that Section.

subsection (a), subject to Section 206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership.

(d) Subject to subsection (b), if any provision of a

partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:

(1) the partnership agreement prevails as to partners

and transferees; and

(2) the filed certificate of limited partnership,

statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

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

    (805 ILCS 215/202)
    Sec. 202. Amendment or restatement of certification.
    (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11, articles of merger stating:
        (1) the name of the limited partnership;
        (2) the date of filing of its initial certificate; and
        (3) the changes the amendment makes to the

certificate as most recently amended or restated.

(b) A limited partnership shall promptly deliver to the

Secretary of State for filing an amendment to a certificate of limited partnership to reflect:

(1) the admission of a new general partner;
(2) the dissociation of a person as a general

partner; or

(3) the appointment of a person to wind up the

limited partnership's activities under Section 803(c) or (d).

a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the Secretary of State

for filing a statement of change pursuant to Section 115 or a statement of correction pursuant to Section 207.

(d) A certificate of limited partnership may be amended

at any time for any other proper purpose as determined by the limited partnership.

(e) A restated certificate of limited partnership may be

delivered to the Secretary of State for filing in the same manner as an amendment.

(f) Subject to Section 206(c), an amendment or restated

certificate is effective when filed by the Secretary of State.

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

    (805 ILCS 215/203)
    Sec. 203. Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:
        (1) the name of the limited partnership;
        (2) the date of filing of its initial certificate of

limited partnership; and

(3) any other information as determined by the

general partners filing the statement or by a person appointed pursuant to Section 803(c) or (d).

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

    (805 ILCS 215/204)
    Sec. 204. Signing of records.
    (a) Each record delivered to the Secretary of State for filing pursuant to this Act must be signed in the following manner:
        (1) An initial certificate of limited partnership

must be signed by all general partners listed in the certificate.

(2) An amendment adding or deleting a statement that

the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

(3) An amendment designating as general partner a

person admitted under Section 801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.

(4) An amendment required by Section 803(c) following

the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.

(5) Any other amendment must be signed by:
(A) at least one general partner listed in the

certificate;

(B) each other person designated in the amendment

as a new general partner; and

dissociated as a general partner, unless:

(i) the person is deceased or a guardian or

general conservator has been appointed for the person and the amendment so states; or

(ii) the person has previously delivered to

the Secretary of State for filing a statement of dissociation.

(6) A restated certificate of limited partnership

must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.

(7) A statement of termination must be signed by all

general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to Section 803(c) or (d) to wind up the dissolved limited partnership's activities.

(8) Articles of conversion must be signed by each

general partner listed in the certificate of limited partnership.

(9) Articles of merger must be signed as provided in

Section 1108(a).

(10) Any other record delivered on behalf of a

limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate.

(11) A statement by a person pursuant to Section

605(a)(4) stating that the person has dissociated as a general partner must be signed by that person.

(12) A statement of withdrawal by a person pursuant

to Section 306 must be signed by that person.

(13) A record delivered on behalf of a foreign

limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.

(14) Any other record delivered on behalf of any

person to the Secretary of State for filing must be signed by that person.

(b) Any person may sign by an attorney in fact any record

to be filed pursuant to this Act.

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

    (805 ILCS 215/205)
    Sec. 205. Signing and filing pursuant to judicial order.
    (a) If a person required by this Act to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order:
        (1) the person to sign the record;
        (2) deliver the record to the Secretary of State for

filing; or

(3) the Secretary of State to file the record

unsigned.