2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 206/ - Uniform Partnership Act (1997). › Article 9 - Conversions And Mergers

(805 ILCS 206/Art. 9 heading)
ARTICLE 9
CONVERSIONS AND MERGERS
(805 ILCS 206/901)
Sec. 901. Definitions. In this Article:
(1) "General partner" means a partner in a     partnership and a general partner in a limited partnership.
(2) "Limited partner" means a limited partner in a     limited partnership.
(3) "Limited partnership" means a limited partnership     created under the  Uniform Limited Partnership Act (2001), predecessor law, or comparable law of another jurisdiction.
(4) "Partner" includes both a general partner and a     limited partner.
(Source: P.A. 92-740, eff. 1-1-03; 93-967, eff. 1-1-05.)
(805 ILCS 206/902)
Sec. 902. Conversions and domestications.
(a) Conversions and domestications are governed by the Entity Omnibus Act.
(b) (Blank).
(c) (Blank).
(d) (Blank).
(e) (Blank).
(Source: P.A. 100-561, eff. 7-1-18.)
(805 ILCS 206/903)
Sec. 903. 
		(Repealed).
(Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)
(805 ILCS 206/904)
Sec. 904. 
		(Repealed).
(Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)
(805 ILCS 206/905)
Sec. 905. 
		Merger of partnerships.
(a) Pursuant to a plan of merger approved as provided in subsection (c) of
this Section, a
partnership may be merged with one or more partnerships or limited
partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited     partnership that is a party to the merger;
(2) the name of the surviving entity into which the     other partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or     a limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests     of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) the street address of the surviving entity's     chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to     the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is a     party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect,
the plan may be
amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties     to the merger, as provided in subsection (c);
(2) the filing of all documents required by law to be     filed as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan of     merger.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/906)
Sec. 906. 
		Effect of merger.
(a) When a merger takes effect:
(1) the separate existence of every partnership or     limited partnership that is a party to the merger, other than the surviving entity, ceases;
(2) all property owned by each of the merged     partnerships or limited partnerships vests in the surviving entity;
(3) all obligations of every partnership or limited     partnership that is a party to the merger become the obligations of the surviving entity; and
(4) an action or proceeding pending against a     partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
(b) The Secretary of State of this State is the agent for service of process in an action or
proceeding against a surviving foreign partnership or limited partnership to enforce an obligation
of a domestic partnership or limited partnership that is a party to a merger. The surviving entity
shall promptly notify the Secretary of State of the mailing address of its chief executive office
and of any change of address. Upon receipt of process, the Secretary of State
shall mail a copy
of the process to the surviving foreign partnership or limited partnership.
(c) A partner of the surviving partnership or limited partnership is liable
for:
(1) all obligations of a party to the merger for     which the partner was personally liable before the merger;
(2) all other obligations of the surviving entity     incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
(3) except as otherwise provided in Section 306 of     this Act, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
(d) If the obligations incurred before the merger by a party to the merger
are not satisfied out
of the property of the surviving partnership or limited partnership, the general partners of that
party immediately before the effective date of the merger shall contribute the amount necessary
to satisfy that party's obligations to the surviving entity, in the manner
provided in Section 807
or in the Limited Partnership Act of the jurisdiction in which the party was
formed, as the case
may be, as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a partner of the
surviving
partnership or limited partnership is dissociated from the entity, of which
that partner was a
partner, as of the date the merger takes effect. The surviving entity shall
cause the partner's
interest in the entity to be purchased under Section 701 of this Act or another
statute specifically
applicable to that partner's interest with respect to a merger. The surviving
entity is bound under
Section 702 by an act of a general partner dissociated under this subsection,
and the partner is
liable under Section 703 for transactions entered into by the surviving entity
after the merger
takes effect.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/907)
Sec. 907. 
		Statement of merger.
(a) After a merger, the surviving partnership or limited partnership may
file a statement that
one or more partnerships or limited partnerships have merged into the surviving
entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited     partnership that is a party to the merger;
(2) the name of the surviving entity into which the     other partnerships or limited partnerships were merged;
(3) the street address of the surviving entity's     chief executive office and of an office in this State, if any; and
(4) whether the surviving entity is a partnership or     a limited partnership.
(c) Except as otherwise provided in subsection (d) of this Section, for the
purposes of Section
302, property of the surviving partnership or limited partnership which before
the merger was
held in the name of another party to the merger is property held in the name of
the surviving
entity upon filing a statement of merger.
(d) For the purposes of Section 302, real property of the surviving
partnership or limited
partnership which before the merger was held in the name of another party to
the merger is
property held in the name of the surviving entity upon recording a certified copy of the statement
of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and
declared to be
accurate pursuant to Section 105(c), stating the name of a partnership or
limited partnership that
is a party to the merger in whose name property was held before the merger and
the name of the
surviving entity, but not containing all of the other information required by
subsection (b) of this
Section, operates with respect to the partnerships or limited partnerships
named to the extent
provided in subsections (c) and (d).
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/908)
Sec. 908. 
		Merger of partnership and limited liability company.
(a) Under a plan of merger approved under subsection (c) of this Section,
any one or more
partnerships of this State may merge with or into one or more limited liability
companies of this
 State, any other state or states of the United States, or the District of
Columbia, if the laws of
the other state or states or the District of Columbia permit the merger. The
partnership or
partnerships and the limited liability company or companies may merge with
or into a
partnership, which may be any one of these partnerships, or they may merge with
or into a
limited liability company, which may be any one of these limited
liability companies, which
shall be a partnership or limited liability company of this State, any
other state of the United
States, or the District of Columbia, which permits the merger.
(b) A plan of merger must set forth all of the following:
(1) The name of each entity that is a party to the     merger.
(2) The name of the surviving entity into which the     other entities will merge.
(3) The type of organization of the surviving entity.
(4) The terms and conditions of the merger.
(5) The manner and basis for converting the interests     of each party to the merger into interests, obligations, or other securities of the surviving entity, or into money or other property in whole or in part.
(6) The street address of the surviving entity's     principal place of business.
(c) The plan of merger required by subsection (b) of this Section must be approved by each
party to the merger in accordance with all of the following:
(1) In the case of a partnership, by all of the     partners or by the number or percentage of the partners required to approve a merger specified in the partnership agreement.
(2) In the case of a limited liability company, by     all members or by the number or percentage of members required to approve a merger specified in the operating agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be
amended or abandoned as provided in the plan of merger.
(e) After approval of the plan of merger under this Section, unless the
merger is abandoned
under subsection (d) of this Section, a statement of merger must be signed on
behalf of each
party to the merger and delivered to the Secretary of State of this State for
filing. The statement
of merger must set forth all of the following:
(1) The name and, in the case of a limited liability     partnership, jurisdiction of each partnership and the name and jurisdiction of organization of each limited liability company that is a party to the merger.
(2) That a plan of merger has been approved and     signed by each partnership  and each limited liability company that is a party to the merger.
(3) The name and address of the surviving partnership     or surviving limited liability company.
(4) The effective date of the merger.
(5) If a party to the merger is a foreign limited     liability company or a foreign limited liability partnership, the jurisdiction and date of the filing of its articles of organization or statement of qualification, as the case may be, and the date when its application for authority was filed with the Secretary of State of this State or, if an application has not been filed, a statement to that effect.
(6) If the surviving entity is not a partnership or     limited liability company organized under the laws of this State, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any partnership or limited liability company which is a party to the merger or which was previously subject to suit in this State, and for the enforcement, as provided in this Act, of the right of partners of any partnership or members of any limited liability company to receive payment for their interests in the partnership or limited liability company, as the case may be, against the surviving entity.
(f) If a foreign limited liability company or a foreign limited liability
partnership is the
surviving entity of a merger, it may not do business in this State until an
application for that
authority is filed with the Secretary of State.
(g) The surviving partnership or other entity shall furnish a copy of the
plan of merger, on
request, and without cost, to any person holding an interest in an entity that
is to merge.
(h) To the extent that the statement of merger is inconsistent with the
articles of organization
of a limited liability company or the statement of qualification of a limited
liability partnership,
the statement of merger shall operate as an amendment to the articles of
organization or
statement of qualification, as the case may be.
(i) The merger is effective upon the filing of the statement of merger with the Secretary of
State of this State, or on a later date as specified in the statement of merger not later than 30 days
subsequent to the filing of the statement of merger under subsection (e) of this Section.
(j) When any merger becomes effective under this Section:
(1) the separate existence of each partnership and     each limited liability company that is a party to the merger, other than the surviving entity, terminates;
(2) all property owned by each partnership and each     limited liability company that is a party to the merger vests in the surviving entity;
(3) all debts, liabilities, and other obligations of     each partnership and each limited liability company that is a party to the merger become the obligations of the surviving entity;
(4) an action or proceeding by or against a     partnership or limited liability company that  is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) except as prohibited by other law, all the     rights, privileges, immunities, powers, and purposes of each partnership and limited liability company that is a party to the merger vest in the surviving entity.
(k) The Secretary of State of this State is an agent for service of process
in an action or
proceeding against any surviving foreign entity to enforce an obligation
of any party to a
merger if the surviving foreign entity fails to appoint or maintain an agent
designated for
service of process in this State or the agent for service of process cannot
with reasonable
diligence be found at the designated office. Service is effected under
this subsection (k) at the
earliest of:
(1) the date the surviving entity receives the     process notice or demand;
(2) the date shown on the return receipt, if signed     on behalf of the surviving entity; or
(3) 5 days after its deposit in the mail, if mailed     postpaid and correctly addressed.
(l) Service under subsection (k) of this Section shall be made by the person
instituting the
action by doing all of the following:
(1) Serving on the Secretary of State of this State,     or on any employee having responsibility for administering this Act in his or her office, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Section 108 of this Act.
(2) Transmitting notice of the service on the     Secretary of State of this State and a copy of the process, notice, or demand and accompanying papers to the surviving entity being served, by registered or certified mail at the address set forth in the statement of merger.
(3) Attaching an affidavit of compliance with this     Section, in substantially the form that the Secretary of State of this State may by rule prescribe, to the process, notice, or demand.
(m) Nothing contained in this Section shall limit or affect the right to
serve any process,
notice, or demand required or permitted by law to be served upon a partnership
in any other
manner now or hereafter permitted by law.
(n) The Secretary of State of this State shall keep, for a period of 5
years from the date of
service, a record of all processes, notices, and demands served upon him or
her under this
Section and shall record the time of the service and the person's action with
reference to the
service.
(o) Except as provided by agreement with a person to whom a partner of a
partnership is
obligated, a merger of a partnership that has become effective shall not
affect any obligation
or liability existing at the time of the merger of a partner of a partnership
that is merging.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/909)
Sec. 909. 
		(Repealed).
(Source: P.A. 92-740, eff. 1-1-03. Repealed by P.A. 100-561, eff. 7-1-18.)
(805 ILCS 206/910)
Sec. 910. 
		Nonexclusive. 
		This Article is not exclusive. Partnerships or limited partnerships may be
converted or merged
in any other manner provided by law.
(Source: P.A. 92-740, eff. 1-1-03.)