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

(805 ILCS 215/Art. 9 heading)

ARTICLE 9

FOREIGN LIMITED PARTNERSHIPS

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

    (805 ILCS 215/901)
    Sec. 901. Governing law.
    (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
    (b) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this State.
    (c) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State.
(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/902)
    Sec. 902. Application for certificate of authority.
    (a) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state:
        (1) the name of the foreign limited partnership and,

if the name does not comply with Section 108, an alternate name adopted pursuant to Section 905(a);

(2) the name of the state or other jurisdiction under

whose law the foreign limited partnership is organized;

(3) the street and mailing address of the foreign

limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;

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

foreign limited partnership's initial agent for service of process in this State;

(5) the name and street and mailing address of each

of the foreign limited partnership's general partners; and

(6) whether the foreign limited partnership is a

foreign limited liability limited partnership.

(b) A foreign limited partnership shall deliver with the

completed application a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited partnership's publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized.

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

    (805 ILCS 215/903)
    Sec. 903. Activities not constituting transacting business.
    (a) Activities of a foreign limited partnership which do not constitute transacting business in this State within the meaning of this Article include:
        (1) maintaining, defending, and settling an action or

proceeding;

(2) holding meetings of its partners or carrying on

any other activity concerning its internal affairs;

(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer,

exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail

or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring indebtedness, mortgages, or

security interests in real or personal property;

(8) securing or collecting debts or enforcing

mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

(9) conducting an isolated transaction that is

completed within 30 days and is not one in the course of similar transactions of a like manner; and

(10) transacting business in interstate commerce.
(b) For purposes of this Article, the ownership in this

State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.

contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State.

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

(805 ILCS 215/904)
Sec. 904. Filing of certificate of authority. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this Act, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this State, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative.
(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/905)
    Sec. 905. Noncomplying name of foreign limited partnership.
    (a) A foreign limited partnership whose name does not comply with Section 108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with Section 108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with the Assumed Business Name Act and is deemed to be in compliance with Section 108.5. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this State under the name unless the foreign limited partnership is authorized under the Assumed Business Name Act to transact business in this State under another name.
    (b) If a foreign limited partnership authorized to transact business in this State changes its name to one that does not comply with Section 108, it may not thereafter transact business in this State until it complies with subsection (a) and obtains an amended certificate of authority.
(Source: P.A. 93-967, eff. 1-1-05.)

    (805 ILCS 215/906)
    Sec. 906. Revocation of certificate of authority.
    (a) A certificate of authority of a foreign limited partnership to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if the foreign limited partnership does not:
        (1) pay, within 60 days after the due date, any fee,

tax or penalty due to the Secretary of State under this Act or other law;

(2) deliver, within 60 days after the due date, its

annual report required under Section 210;

(3) appoint and maintain an agent for service of

process as required by Section 114(b); or

(4) deliver for filing a statement of a change under

Section 115 within 30 days after a change has occurred in the name or address of the agent.

(b) In order to revoke a certificate of authority, the

Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the foreign limited partnership's agent for service of process in this State, or if the foreign limited partnership does not appoint and maintain a proper agent in this State, to the foreign limited partnership's designated office. The notice must state:

(1) the revocation's effective date, which must be at

least 60 days after the date the Secretary of State sends the copy; and

(2) the foreign limited partnership's failures to

comply with subsection (a) which are the reason for the revocation.

transact business in this State ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (a) stated in the notice. If the foreign limited partnership cures the failures, the Secretary of State shall so indicate on the filed notice.

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

    (805 ILCS 215/907)
    Sec. 907. Cancellation of certificate of authority; effect of failure to have certificate.
    (a) In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under Section 206.
    (b) A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.
    (c) The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.
    (d) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.
    (e) If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State.
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/908)
Sec. 908. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this Article.
(Source: P.A. 93-967, eff. 1-1-05.)