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Formation; Certificate of Limited Partnership and Other Filings

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(805 ILCS 215/Art. 2 heading)

ARTICLE 2FORMATION; CERTIFICATE OFLIMITED PARTNERSHIP AND OTHER FILINGS

(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;
(5) any additional information required by Article 11; and
(6) the purpose or purposes for which the limited partnership is organized, which may be stated to be or to include, the transaction of any or all lawful businesses for which limited partnerships may be organized under this Act.

(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.

(c) If there has been substantial compliance with 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. 95-368, eff. 8-23-07.)

(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).

(c) A general partner that knows that any information in 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) Except as provided in Section 210, 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. A restated certificate of limited partnership shall supersede the original certificate of limited partnership and all amendments thereto filed prior to the effective date of filing the restated certificate of limited partnership.

(f) Subject to Section 206(c), an amendment or restated certificate is effective when filed by the Secretary of State.

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

(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
(C) each person that the amendment indicates has 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 215/204.5)

Sec. 204.5. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the limited partnership, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 204 of this Act, which shall otherwise apply.

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

(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.

(b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.

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

(805 ILCS 215/206)

Sec. 206. Delivery to and filing of records by Secretary of State; effective time and date.

(a) A record authorized or required to be delivered to the Secretary of State for filing under this Act must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this Act, and if all filing fees have been paid, the Secretary of State shall file the record and:

(1) for a statement of dissociation, send:

(A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and
(B) a copy of the filed statement and receipt to the limited partnership;

(2) for a statement of withdrawal, send:

(A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and
(B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and

(3) for all other records except annual reports filed pursuant to Section 210, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.

(b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.

(c) Except as otherwise provided in Sections 116 and 207, a record delivered to the Secretary of State for filing under this Act may specify an effective time and a delayed effective date. Except as otherwise provided in this Act, a record filed by the Secretary of State is effective:

(1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;
(2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:

(A) the specified date; or
(B) the 90th day after the record is filed; or

(4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:

(A) the specified date; or
(B) the 90th day after the record is filed.

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

(805 ILCS 215/207)

Sec. 207. Correcting filed record.

(a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.

(b) A statement of correction may not state a delayed effective date and must:

(1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(2) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(3) correct the incorrect information or defective signature.

(c) When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:

(1) for the purposes of Section 103(c) and (d); and
(2) as to persons relying on the uncorrected record and adversely affected by the correction.

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

(805 ILCS 215/208)

Sec. 208. Liability for false information in filed record.

(a) If a record delivered to the Secretary of State for filing under this Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:

(1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and
(2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 202, file a petition pursuant to Section 205, or 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.

(b) Signing a record authorized or required to be filed under this Act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.

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

(805 ILCS 215/209)

Sec. 209. Certificate of existence or authorization.

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the Office of the Secretary of State show that the Secretary of State has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state:

(1) the limited partnership's name;
(2) that it was duly formed under the laws of this State and the date of formation;
(3) whether all fees, taxes, and penalties due to the Secretary of State under this Act or other law have been paid;
(4) whether the limited partnership's most recent annual report required by Section 210 has been filed by the Secretary of State;
(5) whether the Secretary of State has administratively dissolved the limited partnership;
(6) whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved;
(7) that a statement of termination has not been filed by the Secretary of State; and
(8) other facts of record in the Office of the Secretary of State which may be requested by the applicant.

(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the Office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:

(1) the foreign limited partnership's name and any alternate name adopted under Section 905(a) for use in this State;
(2) that it is authorized to transact business in this State;
(3) whether all fees, taxes, and penalties due to the Secretary of State under this Act or other law have been paid;
(4) whether the foreign limited partnership's most recent annual report required by Section 210 has been filed by the Secretary of State;
(5) that the Secretary of State has not revoked its certificate of authority and has not filed a notice of cancellation; and
(6) other facts of record in the Office of the Secretary of State which may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this State.

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

(805 ILCS 215/210)

Sec. 210. Annual report for Secretary of State.

(a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states:

(1) the name of the limited partnership or foreign limited partnership;
(2) the street and mailing address of its designated office and the name and street and mailing address of its agent for service of process in this State;
(3) in the case of a limited partnership, the street and mailing address of its principal office;
(4) in the case of a foreign limited partnership, the State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under Section 905(a);
(5) Additional information that may be necessary or appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited partnership; and
(6) The annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein, required by paragraphs (1) through (4) of subsection (a), both inclusive, shall be given as of the date of signing of the annual report. The annual report shall be signed by a general partner.

(b) Information in an annual report must be current as of the date the annual report is delivered to the Secretary of State for filing.

(c) The annual report, together with all fees and charges prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month. Proof to the satisfaction of the Secretary of State that, before the first day of the anniversary month of the limited partnership or the foreign limited partnership, the report, together with all fees and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed compliance with this requirement.

(d) If an annual report does not contain the information required in subsection (a), the Secretary of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the Secretary of State within 30 days after the effective date of the notice, it is timely delivered.

(e) If a limited partnership or foreign limited partnership fails to file its annual report and pay the requisite fee as required by this Act before the first day of the anniversary month in the year which it is due, the Secretary of State shall:

(1) declare any limited partnership or foreign limited partnership to be delinquent and not in good standing; and
(2) not file any additional documents, amendments, reports, or other papers relating to the limited partnership or foreign limited partnership organized under or subject to the provisions of this Act until the delinquency is satisfied.

(f) If a limited partnership or foreign limited partnership fails to file its annual report and pay the requisite fee as required by this Act before the first day of the anniversary month in the year in which it is due, the Secretary of State may show the limited partnership or foreign limited partnership as not in good standing in response to inquiries received from any party regarding a limited partnership that is delinquent.

(Source: P.A. 97-813, eff. 7-13-12.)

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