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Article 1 - General Provisions

     (805 ILCS 215/Art. 1 heading) ARTICLE 1GENERAL PROVISIONS (Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/0.01)
    Sec. 0.01. Short title. This Act may be cited as the Uniform Limited Partnership Act (2001).
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/101)
    Sec. 101. Short title. (See Section 0.01 for short title.)
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/102)
    Sec. 102. Definitions. In this Act:
        (1) "Anniversary" means that day every year exactly

one or more years after: (i) the date the certificate of limited partnership was filed by the Office of the Secretary of State, in the case of a limited partnership; or (ii) the date the certificate of authority to transact business was filed by the Office of the Secretary of State, in the case of a foreign limited partnership.

(2) "Anniversary month" means the month in which the

anniversary of the limited partnership or foreign limited partnership occurs.

(3) "Certificate of limited partnership" means the

certificate required by Section 201. The term includes the certificate as amended or restated.

(4) "Contribution", except in the phrase "right of

contribution", means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.

(5) "Debtor in bankruptcy" means a person that is the

subject of:

(A) an order for relief under Title 11 of the

United States Code or a comparable order under a successor statute of general application; or

(B) a comparable order under federal, state, or

foreign law governing insolvency.

(6) "Designated office" means:             (A) with respect to a limited partnership, the

office that the limited partnership is required to designate and maintain under Section 114; and

(B) with respect to a foreign limited

partnership, its principal office.

(7) "Distribution" means a transfer of money or other

property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

(8) "Foreign limited liability limited partnership"

means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 404(c).

(9) "Foreign limited partnership" means a partnership

formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

(10) "General partner" means:             (A) with respect to a limited partnership, a

person that:

(i) becomes a general partner under Section

401; or

(ii) was a general partner in a limited

partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and

(B) with respect to a foreign limited

partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(11) "Limited liability limited partnership", except

in the phrase "foreign limited liability limited partnership", means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.

(12) "Limited partner" means:             (A) with respect to a limited partnership, a

person that:

(i) becomes a limited partner under Section

301; or

(ii) was a limited partner in a limited

partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and

(B) with respect to a foreign limited

partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(13) "Limited partnership", except in the phrases

"foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners, which is formed under this Act by two or more persons or becomes subject to this Act under Article 11 or Section 1206(a) or (b). The term includes a limited liability limited partnership.

(14) "Partner" means a limited partner or general

partner.

(15) "Partnership agreement" means the partners'

agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

(16) "Person" means an individual, corporation,

business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; public corporation, or any other legal or commercial entity.

(17) "Person dissociated as a general partner" means

a person dissociated as a general partner of a limited partnership.

(18) "Principal office" means the office where the

principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.

(19) "Record" means information that is inscribed on

a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(20) "Required information" means the information

that a limited partnership is required to maintain under Section 111.

(21) "Sign" means:             (A) to execute or adopt a tangible symbol with

the present intent to authenticate a record; or

(B) to attach or logically associate an

electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

(22) "State" means a state of the United States, the

District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(23) "Transfer" includes an assignment, conveyance,

deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(24) "Transferable interest" means a partner's right

to receive distributions.

(25) "Transferee" means a person to which all or part

of a transferable interest has been transferred, whether or not the transferor is a partner.

(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/103)
    Sec. 103. Knowledge and notice.
    (a) A person knows a fact if the person has actual knowledge of it.
    (b) A person has notice of a fact if the person:
        (1) knows of it;
        (2) has received a notification of it;
        (3) has reason to know it exists from all of the

facts known to the person at the time in question; or

(4) has notice of it under subsection (c) or (d).     (c) A certificate of limited partnership on file in the

Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.

(d) A person has notice of:          (1) another person's dissociation as a general

partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;

(2) a limited partnership's dissolution, 90 days

after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(3) a limited partnership's termination, 90 days

after the effective date of a statement of termination;

(4) a limited partnership's conversion under Article

11, 90 days after the effective date of the articles of conversion; or

(5) a merger under Article 11, 90 days after the

effective date of the articles of merger.

(e) A person notifies or gives a notification to another

person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(f) A person receives a notification when the

notification:

(1) comes to the person's attention; or         (2) is delivered at the person's place of business or

at any other place held out by the person as a place for receiving communications.

(g) Except as otherwise provided in subsection (h), a

person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(h) A general partner's knowledge, notice, or receipt of

a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.

(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/104)
    Sec. 104. Nature, purpose, and duration of entity.
    (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
    (b) A limited partnership may be organized under this Act for any lawful purpose and may carry on any business that a partnership without limited partners may carry on except banking, the operation of railroads, and insurance unless carried on as a business of a limited syndicate authorized and regulated by the Director of Insurance under Article V 1/2 of the Illinois Insurance Code or for the purpose of carrying on business as a member of a group including incorporated and individual unincorporated underwriters when the Director of Insurance finds that the group meets the requirements of subsection (3) of Section 86 of the Illinois Insurance Code and the limited partnership, if insolvent, is subject to liquidation by the Director of Insurance under Article XIII of the Illinois Insurance Code.
    (c) A limited partnership has a perpetual duration.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/105)
    Sec. 105. Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/106)
    Sec. 106. Governing law. The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/107)
    Sec. 107. Supplemental principles of law; rate of interest.
    (a) Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act.
    (b) If an obligation to pay interest arises under this Act and the rate is not specified, the rate is that specified in Section 4 of the Interest Act.
(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/108)
    Sec. 108. Name.
    (a) The name of a limited partnership may contain the name of any partner.
    (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".
    (c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP".
    (d) The name of a limited partnership must be distinguishable upon the records of the Secretary of State from:
        (1) the name of any limited partnership organized or

authorized to transact business in this State under this Act or any other Act;

(2) the name for which an exclusive right has been

reserved in the Office of the Secretary of State under Section 109; and

(3) the assumed name of any limited partnership that

is registered with the Secretary of State under Section 108.5.

(e) The name of a limited partnership shall not contain

any of the following terms: "Corporation", "Corp.", "Incorporated", "Inc.", "Company", "Co.", "Limited Liability Company", "L.L.C.", "LLC", "L.L.P.", or "LLP".

(f) Subject to Section 905, this Section applies to any

foreign limited partnership transacting business in this State, having a certificate of authority to transact business in this State, or applying for a certificate of authority.

(g) Nothing in this Section shall:         (1) require any limited partnership existing under

the "Uniform Limited Partnership Act", filed June 28, 1917, as amended, to modify or otherwise change its name; or

(2) abrogate or limit the common law or statutory law

of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service marks, service names, or any other right to the exclusive use of names or symbols.

(Source: P.A. 95‑368, eff. 8‑23‑07.)

    (805 ILCS 215/108.5)
    Sec. 108.5. Assumed name.
    (a) A limited partnership or a foreign limited partnership admitted to transact business in this State may elect to adopt an assumed name that complies with the requirements of Section 108 of this Act except the requirement that the name contain the words "limited partnership", "limited liability limited partnership", or the abbreviation "L.P.", "LP", "LLLP" or "L.L.L.P."
    (b) As used in this Act, "assumed name" means any name other than the true name of a limited partnership or the name under which a foreign limited partnership is admitted to transact business in this State, except that the following do not constitute the use of an assumed name under this Act:
        (1) The identification by a limited partnership or

foreign limited partnership of its business with a trademark or service mark of which it is the owner or licensed user.

(2) The use of a name of a division, not

constituting a separate limited partnership and not containing the words "limited partnership" or an abbreviation of those words, provided that the limited partnership also clearly discloses its true name.

(c) Before transacting any business in this State under

an assumed name or names, the limited partnership or foreign limited partnership shall, for each assumed name, execute and file in accordance with Section 108 or 204 of this Act, as applicable, an application setting forth:

(1) the true name of the limited partnership or the

name under which the foreign limited partnership is admitted to transact business in this State;

(2) the State or other jurisdiction under the laws

of which it is formed;

(3) that it intends to transact business under an

assumed name; and

(4) the assumed name which it proposes to use.     (d) The right to use an assumed name shall be effective

from the date of filing by the Secretary of State until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next calendar year evenly divisible by 5, however, if an application is filed within the 3 months immediately preceding the anniversary month of a limited partnership or foreign limited partnership that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next succeeding year evenly divisible by 5.

(e) A limited partnership or foreign limited partnership

may renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of such right, for a period of 5 years, by making an election to do so on a form prescribed by the Secretary of State and by paying the renewal fee as prescribed by this Act.

(f) Any limited partnership or foreign limited

partnership may change or cancel any or all of its assumed names by executing and filing, in duplicate, an application setting forth:

(1) the true name of the limited partnership or the

name under which the foreign limited partnership is admitted to transact business in this State;

(2) the state or country under the laws of which it

is organized;

(3) a statement that it intends to cease transacting

business under an assumed name by changing or cancelling it;

(4) the assumed name to be changed or cancelled;         (5) the assumed name which the limited partnership

or foreign limited partnership proposes to use, if it is to be changed.

(g) Upon the filing of an application to change an

assumed name, the limited partnership or foreign limited partnership shall have the right to use such assumed name for the period authorized by subsection (d) of this Section.

(h) The right to use an assumed name shall be cancelled

by the Secretary of State:

(1) if the limited partnership or foreign limited

partnership fails to renew an assumed name;

(2) if the limited partnership or foreign limited

partnership has filed an application to change or cancel an assumed name;

(3) if a limited partnership's certificate of

limited partnership or certificate to be governed by this Act has been cancelled;

(4) if a foreign limited partnership's application

for admission to transact business has been cancelled.

(i) Any limited partnership or foreign limited

partnership carrying on, conducting or transacting business under an assumed name which shall fail to comply with the provisions of this Section shall be subject to the penalty provisions in Section 5 of "An Act in relation to the use of an assumed name in the conduct or transaction of business in this State", approved July 17, 1941, as amended.

(j) A foreign limited partnership that applies for and

receives a certificate of authority under Section 905, is deemed to have complied with this Section in full.

(Source: P.A. 93‑967, eff. 1‑1‑05.)

    (805 ILCS 215/109)
    Sec. 109. Reservation of name.
    (a) The exclusive right to the use of a name that complies with Section 108 may be reserved by:
        (1) a person intending to organize a limited

partnership under this Act and to adopt the name;

(2) a limited partnership or a foreign limited

partnership authorized to transact business in this State intending to adopt the name;

(3) a foreign limited partnership intending to obtain

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