2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 206/ - Uniform Partnership Act (1997). › Article 3 - Relations Of Partners To Persons Dealing With Partnership

(805 ILCS 206/Art. 3 heading)
ARTICLE 3
RELATIONS OF PARTNERS TO
PERSONS DEALING WITH PARTNERSHIP
(805 ILCS 206/301)
Sec. 301. 
		Partner agent of partnership. 
		Subject to the effect of a statement of partnership authority under
Section 303 of this Act:
(1) Each partner is an agent of the partnership for     the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for     carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/302)
Sec. 302. 
		Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of     partnership authority under Section 303 of this Act, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or     more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or     more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that
execution of the instrument of initial transfer did not bind the partnership under Section 301 and:
(1) as to a subsequent transferee who gave value for     property transferred under subsection (a)(1) and (2) of this Section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property     transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent
transferee if the
partnership would not have been entitled to recover the property, under
subsection (b), from any
earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all
of the partnership
property vests in that person. The person may execute a document in the name
of the partnership
to evidence vesting of the property in that person and may file or record the
document.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/303)
Sec. 303. 
		Statement of partnership authority.
(a) A partnership may file a statement of partnership authority, which:
(1) must include:
(i) the name of the partnership;
(ii) the street address of its chief executive         office and of one office in this State, if there is one;
(iii) the names and mailing addresses of all of         the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b); and
(iv) the names of the partners authorized to         execute an instrument transferring real property held in the name of the partnership; and
(2) may state the authority, or limitations on the     authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the
names and mailing addresses of all of the partners and make it available to any person on request
for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to Section 105(c) and
states the name of the partnership but does not contain all of the other information required by
subsection (a) of this Section, the statement nevertheless operates with respect to a person not a
partner as provided in subsections (d) and (e).
(d) Except as otherwise provided in subsection (g) of this Section, a filed
statement of
partnership authority supplements the authority of a partner to enter into
transactions on behalf of
the partnership as follows:
(1) Except for transfers of real property, a grant of     authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property     held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on the authority of a partner to
transfer real property held in the name of the partnership if a certified copy
of the filed statement
containing the limitation on authority is of record in the office for recording
transfers of that real
property.
(f) Except as otherwise provided in subsections (d) and (e) of this Section
and Sections 704
and 805 of this Act, a person not a partner is not deemed to know of a
limitation on the authority
of a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier canceled, a filed statement of partnership authority is
canceled by operation
of law 5 years after the date on which the statement, or the most recent
amendment, was filed with the Secretary of State.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/304)
Sec. 304. 
		Statement of denial. 
		A partner or other person named as a partner in a filed statement of
partnership authority or in
a list maintained by an agent pursuant to Section 303(b) may file a statement
of denial stating the
name of the partnership and the fact that is being denied, which may include
denial of a person's
authority or status as a partner. A statement of denial is a limitation on
authority as provided in
Section 303(d) and (e).
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/305)
Sec. 305. 
		
		Partnership liable
for partner's actionable conduct.
(a) A partnership is liable for loss or injury caused to a person, or for a
penalty incurred, as a
result of a wrongful act or omission, or other actionable conduct, of a partner
acting in the
ordinary course of business of the partnership or with authority of the
partnership.
(b) If, in the course of the partnership's business or while acting with
authority of the
partnership, a partner receives or causes the partnership to receive money or
property of a person
not a partner, and the money or property is misapplied by a partner, the
partnership is liable for
the loss.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/306)
Sec. 306. 
		Partner's liability.
(a) Except as otherwise provided in subsections (b) and (c) of this Section,
all partners are
liable jointly and severally for all obligations of the partnership unless
otherwise agreed by the
claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not
personally liable for any
partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a
limited liability
partnership, whether arising in contract, tort, or otherwise, is solely the
obligation of the
partnership. A partner is not personally liable, directly or indirectly, by
way of contribution or
otherwise, for such an obligation solely by reason of being or so acting as a
partner. This
subsection applies notwithstanding anything inconsistent in the partnership
agreement that
existed immediately before the vote required to become a limited liability
partnership under
Section 1001(b) of this Act.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/307)
Sec. 307. 
		
		Actions by and against
partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not
inconsistent with
Section 306 of this Act, any or all of the partners in the same action or in
separate actions.
(c) A judgment against a partnership is not by itself a judgment against a
partner. A judgment
against a partnership may not be satisfied from a partner's assets unless there
is also a judgment
against the partner.
(d) A judgment creditor of a partner may not levy execution against the
assets of the partner to
satisfy a judgment based on a claim against the partnership unless the partner
is personally liable
for the claim under Section 306 and:
(1) a judgment based on the same claim has been     obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not     exhaust partnership assets;
(4) a court grants permission to the judgment     creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) liability is imposed on the partner by law or     contract independent of the existence of the partnership.
(e) This Section applies to any partnership liability or obligation
resulting from a
representation by a partner or purported partner under Section 308 of this Act.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/308)
Sec. 308. 
		Liability of purported partner.
(a) If a person, by words or conduct, purports to be a partner, or consents
to being represented
by another as a partner, in a partnership or with one or more persons not
partners, the purported
partner is liable to a person to whom the representation is made, if that
person, relying on the
representation, enters into a transaction with the actual or purported
partnership. If the
representation, either by the purported partner or by a person with the
purported partner's
consent, is made in a public manner, the purported partner is liable to a
person who relies upon
the purported partnership even if the purported partner is not aware of being
held out as a partner
to the claimant. If partnership liability results, the purported partner is
liable with respect to that
liability as if the purported partner were a partner. If no partnership
liability results, the
purported partner is liable with respect to that liability jointly and
severally with any other person
consenting to the representation.
(b) If a person is thus represented to be a partner in an existing
partnership, or with one or
more persons not partners, the purported partner is an agent of persons
consenting to the
representation to bind them to the same extent and in the same manner as if the purported partner
were a partner, with respect to persons who enter into transactions in reliance
upon the
representation. If all of the partners of the existing partnership consent to
the representation, a
partnership act or obligation results. If fewer than all of the partners of
the existing partnership
consent to the representation, the person acting and the partners consenting to
the representation
are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named
by another in a
statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a
failure to file a
statement of dissociation or to amend a statement of partnership authority to
indicate the
partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this Section,
persons who are
not partners as to each other are not liable as partners to other persons.
(Source: P.A. 92-740, eff. 1-1-03.)