Foreign Limited Partnerships

  1. Law
  2. Illinois Compiled Statutes
  3. BUSINESS ORGANIZATIONS
  4. Uniform Limited Partnership Act (2001).
  5. Foreign Limited Partnerships

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(805 ILCS 215/Art. 9 heading)

ARTICLE 9
FOREIGN LIMITED PARTNERSHIPS

 

(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;
  • (6) whether the foreign limited partnership is a foreign limited liability limited partnership;
  • (7) the purpose or purposes for which it was organized and the purpose or purposes that it proposes to conduct in the transaction of business in this State; and
  • (8) all additional information that may be necessary or appropriate in order to enable the Secretary of State to determine whether the limited partnership is entitled to transact business in this State.

(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. 95-368, eff. 8-23-07.)

 

(805 ILCS 215/902.5)

Sec. 902.5. Amended application for certificate of authority.

(a) In order to amend its application for certificate of authority, a foreign limited partnership must deliver to the Secretary of State for filing an amended application for certificate of authority stating:

  • (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 date of filing the application for certificate of authority; and
  • (3) the amendment to the application for certificate of authority.

(b) A foreign limited partnership shall promptly deliver to the Secretary of State for filing an amended application for certificate of authority to reflect:

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

(c) A general partner who becomes aware that any statement in the application for certificate of authority was false when made or that any statement or facts therein have changed 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, an application for certificate of authority may be amended at any time for any other proper purpose as determined by the limited partnership.

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

 

(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.

(c) This Section does not apply in determining the 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) file, within 60 days after the due date, its annual report required under Section 210;
  • (3) appoint and maintain an agent for service of process in Illinois within 60 days after a registered agent's notice of resignation under Section 116; or
  • (4) renew its alternate assumed name or apply to change its alternate assumed name under this Act when the limited partnership may only transact business within this State under its alternate assumed name.

(b) If the Secretary of State determines that a ground exists for revoking the certificate of authority of a foreign limited partnership, the Secretary of State shall file a record of the determination and send a copy of the filed record 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, to the foreign limited partnership's designated office.

(c) If within 60 days after service of the copy of the record of determination the foreign limited partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall revoke the certificate of authority of the foreign limited partnership by preparing, signing, and filing a declaration of revocation that states the grounds for the revocation. The Secretary of State shall send a copy of the filed declaration 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, to the foreign limited partnership's designated office.

(d) The authority of a foreign limited partnership to transact business in this State ceases on the date of revocation.

(e) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all foreign limited partnerships that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit, or right to engage in any business regulated by such Acts.

(f) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of any foreign limited partnership on the list maintained under subsection (e) whose authority to do business in Illinois has been revoked within the month.

(g) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020.

(Source: P.A. 101-494, eff. 1-1-20.)

 

(805 ILCS 215/906.5)

Sec. 906.5. Reinstatement following revocation.

(a) A foreign limited partnership that has had its certificate of authority revoked under Section 906 may be reinstated by the Secretary of State following the date of revocation upon:

  • (1) the filing of an application for reinstatement;
  • (2) the filing with the Secretary of State of all reports then due and becoming due; and
  • (3) the payment to the Secretary of State of all fees and penalties then due and becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 204 and shall set forth all of the following:

  • (1) the name of the foreign limited partnership at the time of revocation;
  • (2) the date of revocation;
  • (3) the agent for service of process and the address of the agent for service of process; provided that any change to either the agent for service of process or the address of the agent for service of process is properly reported under Section 115.

(c) When a limited partnership whose certificate of authority has been revoked has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon filing of the application for reinstatement: (i) the certificate of authority of the limited partnership to transact business in this State shall be deemed to have continued without interruption from the date of revocation, (ii) the limited partnership shall stand revived with the powers, duties, and obligations, as if its certificate of authority had not been revoked, and (iii) all acts and proceedings of its partners, acting or purporting to act in that capacity, that would have been legal and valid but for the revocation shall stand ratified and confirmed.

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

 

(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.)


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