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

(805 ILCS 215/Art. 8 heading)

ARTICLE 8

DISSOLUTION

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

    (805 ILCS 215/801)
    Sec. 801. Nonjudicial dissolution. Except as otherwise provided in Section 802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
        (1) the happening of an event specified in the

partnership agreement;

(2) the consent of all general partners and of

limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;

(3) after the dissociation of a person as a general

partner:

(A) if the limited partnership has at least one

remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or

(B) if the limited partnership does not have a

remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:

(i) consent to continue the activities of the

limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(ii) at least one person is admitted as a

general partner in accordance with the consent;

(4) the passage of 90 days after the dissociation of

the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or

(5) the signing and filing of a declaration of

dissolution by the Secretary of State under Section 809(c).

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

(805 ILCS 215/802)
Sec. 802. Judicial dissolution. On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/803)
    Sec. 803. Winding up.
    (a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
    (b) In winding up its activities, the limited partnership:
        (1) may amend its certificate of limited partnership

to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in Section 203, and perform other necessary acts; and

(2) shall discharge the limited partnership's

liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.

general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

(1) has the powers of a general partner under Section

804; and

(2) shall promptly amend the certificate of limited

partnership to state:

(A) that the limited partnership does not have a

general partner;

(B) the name of the person that has been

appointed to wind up the limited partnership; and

may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:

(1) a limited partnership does not have a general

partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or

(2) the applicant establishes other good cause.
(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/804)
    Sec. 804. Power of general partner and person dissociated as general partner to bind partnership after dissolution.
    (a) A limited partnership is bound by a general partner's act after dissolution which:
        (1) is appropriate for winding up the limited

partnership's activities; or

(2) would have bound the limited partnership under

Section 402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

(b) A person dissociated as a general partner binds a

limited partnership through an act occurring after dissolution if:

(1) at the time the other party enters into the

transaction:

(A) less than two years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person is a general partner; and

(2) the act:
(A) is appropriate for winding up the limited

partnership's activities; or

(B) would have bound the limited partnership

under Section 402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

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

    (805 ILCS 215/805)
    Sec. 805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
    (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
        (1) to the limited partnership for any damage caused

to the limited partnership arising from the obligation; and

(2) if another general partner or a person

dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a

limited partnership to incur an obligation under Section 804(b), the person is liable:

(1) to the limited partnership for any damage caused

to the limited partnership arising from the obligation; and

(2) if a general partner or another person

dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

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

    (805 ILCS 215/806)
    Sec. 806. Known claims against dissolved limited partnership.
    (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).
    (b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
        (1) specify the information required to be included

in a claim;

(2) provide a mailing address to which the claim is

to be sent;

(3) state the deadline for receipt of the claim,

which may not be less than 120 days after the date the notice is received by the claimant;

(4) state that the claim will be barred if not

received by the deadline; and

(5) unless the limited partnership has been

throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 404.

barred if the requirements of subsection (b) are met and:

(1) the claim is not received by the specified

deadline; or

(2) in the case of a claim that is timely received

but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.

(d) This Section does not apply to a claim based on an

event occurring after the effective date of dissolution or a liability that is contingent on that date.