2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 206/ - Uniform Partnership Act (1997). › Article 1 - General Provisions

(805 ILCS 206/Art. 1 heading)
ARTICLE 1
GENERAL PROVISIONS
(805 ILCS 206/100)
Sec. 100. 
		Short title. 
		This Act may be cited as the Uniform Partnership Act (1997).
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/101)
Sec. 101. Definitions. In this Act:
(a) "Business" includes every trade, occupation, and profession.
(b) "Debtor in bankruptcy" means a person who is the subject of:
(1) an order for relief under Title 11 of the United     States Code or a comparable order under a successor statute of general application; or
(2) a comparable order under federal, state, or     foreign law governing insolvency.
(c) "Distribution" means a transfer of money or other property from a
partnership to a partner
in the partner's capacity as a partner or to the partner's transferee.
(d) "Foreign limited liability partnership" means a partnership that:
(1) is formed under laws other than the laws of this     State; and
(2) has the status of a limited liability partnership     under those laws.
(e) "Limited liability partnership" means a partnership that has filed a
statement of
qualification under Section 1001 and does not have a similar statement in
effect in any other
jurisdiction.
(f) "Partnership" means an association of 2 or more persons to carry on as
co-owners a
business for profit formed under Section 202 of this Act, predecessor law, or
comparable law of
another jurisdiction.
(g) "Partnership agreement" means the agreement, whether written, oral, or
implied, among
the partners concerning the partnership, including amendments to the
partnership agreement.
(h) "Partnership at will" means a partnership in which the partners have not
agreed to
remain partners until the expiration of a definite term or the completion of a
particular
undertaking.
(i) "Partnership interest" or "partner's interest in the partnership" means
all of a partner's
interests in the partnership, including the partner's transferable interest and
all management and
other rights.
(j) "Person" means an individual, corporation, limited liability company, business trust, estate,
trust, partnership,
association, joint venture, government, governmental subdivision, agency, or
instrumentality, or
any other legal or commercial entity.
(k) "Property" means all property, real, personal, or mixed, tangible or
intangible, or any
interest therein.
(l) "State" means a state of the United States, the District of Columbia,
the Commonwealth of
Puerto Rico, or any territory or insular possession subject to the jurisdiction
of the United States.
(m) "Statement" means a statement of partnership authority under Section 303
of this Act, a
statement of denial under Section 304, a statement of dissociation under
Section 704, a statement
of dissolution under Section 805, a statement of merger under Section 907 or
908, a statement
of qualification under Section 1001, a statement of withdrawal under Section
1001 or
1102, a statement
of foreign qualification under Section 1102, or an amendment or cancellation of
any of the
foregoing.
(n) "Transfer" includes an assignment, conveyance, lease, mortgage, deed,
and encumbrance.
(Source: P.A. 95-368, eff. 8-23-07.)
(805 ILCS 206/102)
Sec. 102. 
		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; or
(3) has reason to know it exists from all of the     facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps
reasonably required to
inform the other person in ordinary course, whether or not the other person
learns of it.
(d) A person receives a notification when the notification:
(1) comes to the person's attention; or
(2) is duly delivered at the person's place of     business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), 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 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. The person exercises reasonable diligence
if it maintains
reasonable routines for communicating significant information to the individual
conducting the
transaction 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.
(f) A partner's knowledge, notice, or receipt of a notification of a fact
relating to the
partnership is effective immediately as knowledge by, notice to, or receipt of
a notification by the
partnership, except in the case of a fraud on the partnership committed by or
with the consent of
that partner.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/103)
Sec. 103. 
		
		Effect of partnership agreement;
 nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), relations among the
partners and between
the partners and the partnership are governed by the partnership agreement. To
the extent the
partnership agreement does not otherwise provide, this Act governs relations
among the partners
and between the partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under Section 105     except to eliminate the duty to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to     books and records under Section 403(b);
(3) eliminate or reduce a partner's fiduciary duties,     but may:
(i) identify specific types or categories of         activities that do not violate these duties, if not manifestly unreasonable; and
(ii) specify the number or percentage of partners         that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties;
(4) eliminate or reduce the obligation of good faith     and fair dealing under Section 404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(5) vary the power to dissociate as a partner under     Section 602(a), except to require the notice under Section 601(1) to be in writing;
(6) vary the right of a court to expel a partner in     the events specified in Section 601(5);
(7) vary the requirement to wind up the partnership     business in cases specified in Section 801(4), (5), or (6);
(8) vary the law applicable to a limited liability     partnership under Section 106(b); or
(9) restrict the rights of a person, other than a     partner and transferee of a partner's transferable interest under this Act.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/104)
Sec. 104. 
		Supplemental principles of law.
(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. 92-740, eff. 1-1-03.)
(805 ILCS 206/105)
Sec. 105. Execution, filing, and recording of statements.
(a) A statement may be filed in the office of the Secretary of State. A certified copy of a
statement that is filed in an office in another State may be filed in the office of the Secretary of
State. Either filing has the effect provided in this Act with respect to partnership property
located in or transactions that occur in this State.
(b) A certified copy of a statement that has been filed in the office of the Secretary of State
and recorded in the office for recording transfers of real property has the effect provided for
recorded statements in this Act. A recorded statement that is not a certified copy of a statement
filed in the office of the Secretary of State does not have the effect provided for recorded
statements in this Act.
(c) A statement of qualification or foreign qualification filed by a partnership must be executed by at least 2
partners. Other
statements must be executed by a partner or other person authorized by this
Act. An individual
who executes a statement as, or on behalf of, a partner or other person named
as a partner in a
statement shall personally declare under penalty of perjury that the contents
of the statement are
accurate.
(d) A person authorized by this Act to file a statement may amend or cancel
the statement by
filing an amendment or cancellation that names the partnership, identifies the
statement, and
states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this Section shall promptly
send a copy of the
statement to every nonfiling partner and to any other person named as a partner
in the statement.
 Failure to send a copy of a statement to a partner or other person does not
limit the effectiveness
of the statement as to a person not a partner.
(f) The Secretary of State may collect a fee for filing or providing a
certified copy of a
statement as provided in Section 108. The officer responsible for recording
transfers of real
property may collect a fee for recording a statement.
(Source: P.A. 97-839, eff. 7-20-12.)
(805 ILCS 206/105.5)
Sec. 105.5. 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 liability 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 105 of this Act, which shall otherwise apply.
(Source: P.A. 97-839, eff. 7-20-12.)
(805 ILCS 206/106)
Sec. 106. 
		Governing law.
(a) Except as otherwise provided in subsection (b), the law of the
jurisdiction in which a
partnership has its chief executive office governs relations among the partners
and between the
partners and the partnership.
(b) The law of this State governs relations among the partners and between
the partners and
the partnership and the liability of partners for an obligation of a limited
liability partnership.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/107)
Sec. 107. 
		
		Partnership subject to amendment
or repeal of Act.
A partnership governed by this Act is subject to any amendment to or repeal of
this Act.
(Source: P.A. 92-740, eff. 1-1-03.)
(805 ILCS 206/108)
Sec. 108. Fees.
(a) The Secretary of State shall charge and collect in accordance with
the provisions of this
Act and rules promulgated under its authority:
(1) fees for filing documents;
(2) miscellaneous charges; and
(3) fees for the sale of lists of filings and for     copies of any documents.
(b) The Secretary of State shall charge and collect:
(1) for furnishing a copy or certified copy of any     document, instrument, or paper relating to a registered limited liability partnership, $25;
(2) for the transfer of information by computer     process media to any purchaser, fees established by rule;
(3) for filing a statement of partnership authority,     $25;
(4) for filing a statement of denial, $25;
(5) for filing a statement of dissociation, $25;
(6) for filing a statement of dissolution, $100;
(7) for filing a statement of merger, $100;
(8) for filing a statement of qualification for a     limited liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;
(9) for filing a statement of foreign qualification,     $500;
(10) for filing a renewal statement for a limited     liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;
(11) for filing a renewal statement for a foreign     limited liability partnership, $300;
(12) for filing an amendment or cancellation of a     statement, $25;
(13) for filing a statement of withdrawal, $100;
(14) for the purposes of changing the registered     agent name or registered office, or both, $25;
(15) for filing an application for reinstatement,     $200;
(16) for filing any other document, $25.
(c) All fees collected pursuant to this Act shall be deposited into the
Division of
Corporations Registered Limited Liability Partnership Fund.
(d) There is hereby continued in the State treasury a special fund to be
known as the Division
of Corporations Registered Limited Liability Partnership Fund. Moneys deposited into the
Fund shall,
subject to appropriation, be used by the Business Services Division of the
Office of the
Secretary of State to administer the responsibilities of the Secretary of
 State under this Act.
 On or before August 31 of each year, the balance in the Fund in excess of $600,000 shall be transferred to the General Revenue Fund.
(e) Filings, including annual reports, made by electronic means shall be treated as if submitted in person and may not be charged excess fees as expedited services solely because of submission by electronic means.
(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17; 100-186, eff. 7-1-18; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18.)
(805 ILCS 206/109)
Sec. 109. 
		Illinois Administrative Procedure Act. 
		The Illinois Administrative Procedure Act is expressly adopted and
incorporated in Articles
10 and 11 of this Act as if all of the provisions of the Illinois
Administrative Procedure Act were
included in Articles 10 and 11 of this Act, except that the provisions of
subsection (c) of
Section 10-65 of the Illinois Administrative Procedure Act, which provides that
at
a hearing the
licensee has the right to show compliance with all lawful requirements for
retention,
continuation, or renewal of the license, is specifically excluded, and for
the purposes of this
Act, the notice required under Section 10-25 of the Illinois Administrative
 Procedure Act is
deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 92-740, eff. 1-1-03.)