PocketLaw | Illinois Compiled Statutes | Foreign Limited Liability

Foreign Limited Liability Partnership

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(805 ILCS 206/Art. 11 heading)

ARTICLE 11 FOREIGN LIMITED LIABILITY PARTNERSHIP

(805 ILCS 206/1101)

Sec. 1101. Law governing foreign limited liability partnership.

(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.

(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State.

(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1102)

Sec. 1102. Statement of foreign qualification.

(a) Before transacting or continuing to transact business in this State, a foreign limited liability partnership must file a statement of qualification or a renewal statement under Section 1001; provided, however, that the statement must contain:

(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";
(2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any;
(3) the name and street address of the partnership's agent for service of process;
(4) a brief statement of the business in which the partnership engages;
(5) a deferred effective date, if any; and
(6) a document or documents sufficient under the laws of the state or jurisdiction in which the limited liability partnership is organized to constitute official certification of current status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.

(b) A foreign partnership may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the partnership. This subsection (b) does not apply to any foreign limited liability partnership that has gross annual revenues in excess of $100,000,000.

(c) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that the business is located or operating in the area covered by the telephone directory. This subsection (c) does not apply to a telephone service provider or to the publisher or distributor of a telephone service directory, unless the conduct prescribed in this subsection (c) is on behalf of that telephone service provider or that publisher or distributor. This subsection (c) does not apply to any foreign limited liability partnership that has gross annual revenues in excess of $100,000,000.

(d) A foreign limited liability partnership that violates this Section is guilty of a petty offense and must be fined not less than $501 and not more than $1,000. A foreign limited liability partnership is guilty of an additional offense for each additional day in violation of this Section.

(e) The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.

(f) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, unless the partnership voluntarily withdraws by filing a statement of withdrawal, in which event the status of the partnership as a foreign limited liability partnership shall terminate on the date such statement is filed or, if later, a date specified on the statement.

(g) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

(h) The Secretary of State shall register as a limited liability partnership any foreign limited liability partnership that submits a completed application with the required fee.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1103)

Sec. 1103. Effect of failure to qualify.

(a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification.

(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.

(c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.

(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.

(e) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand. If a process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the foreign limited liability partnership and its designated office. An affidavit of compliance with this Section in substantially the form that the Secretary of State may prescribe by rule shall be attached to the process, notice, or demand.

(f) Service is effected under subsection (e) at the earliest of:

(1) the date the foreign limited liability partnership receives the process, notice, or demand;
(2) the date shown on the return receipt, if signed on behalf of the foreign limited liability partnership; or
(3) 5 days after the process, notice, or demand is deposited in the mail if mailed postpaid and correctly addressed.

(g) The Secretary of State shall keep a record of each process, notice, and demand served pursuant to this Section and record the time of, and the action taken, regarding the service.

(h) This Section does not affect the right to serve process, notice, or demand in any other manner provided by law.

(Source: P.A. 95-368, eff. 8-23-07.)

(805 ILCS 206/1104)

Sec. 1104. Activities not constituting transacting business.

(a) Without excluding other activities that may not constitute transacting business in this State, a foreign partnership or registered limited liability partnership shall not be considered to be transacting business in this State, for purposes of this Article 9, by reason of carrying on in this State any one or more of the following activities:

(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the partners or carrying on other activities concerning internal partnership affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the limited liability partnership's own securities or maintaining trustees or depositaries with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;
(7) owning, without more, real or personal property;
(8) conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or
(9) having a partner who is a resident of this State.

(b) This Section has no application to the question of whether any partnership or registered limited liability partnership is subject to service of process and suit in this State under any law of this State.

(Source: P.A. 95-368, eff. 8-23-07.)

(805 ILCS 206/1105)

Sec. 1105. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this Article.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1106)

Sec. 1106. Resignation of agent for service of process upon a foreign limited liability partnership.

(a) The agent for service of process may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to the foreign limited liability partnership at its chief executive office. The notice must be mailed at least 10 days before the date of filing thereof with the Secretary of State. The notice shall be executed by the agent for service of process. The notice shall set forth all of the following:

(1) The name of the foreign limited liability partnership for which the agent for service of process is acting.
(2) The name of the agent for service of process.
(3) The address, including street, number, city, and county of the foreign limited liability partnership's then address of its agent for service of process in this State.
(4) That the agent for service of process resigns.
(5) The effective date of the resignation, which shall not be sooner than 30 days after the date of filing.
(6) The address of the chief executive office of the foreign limited liability partnership as it is known to the agent for service of process.
(7) A statement that a copy of the notice has been sent by registered or certified mail to the chief executive office of the limited liability partnership within the time and in the manner prescribed by this Section.

(b) A new agent for service of process must be placed on record within 60 days after an agent's notice of resignation under this Section.

(Source: P.A. 97-839, eff. 7-20-12.)

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