Illinois Compiled Statutes
805 ILCS 215/ - Uniform Limited Partnership Act (2001).
Article 11 - Conversion and Merger

(805 ILCS 215/Art. 11 heading)

(805 ILCS 215/1101)
Sec. 1101. Definitions. In this Article:
(1) "Constituent limited partnership" means a constituent organization that is a limited partnership.
(2) "Constituent organization" means an organization that is party to a merger.
(3) (Blank).
(4) (Blank).
(5) (Blank). "
(6) "General partner" means a general partner of a limited partnership.
(7) "Governing statute" of an organization means the statute that governs the organization's internal affairs.
(8) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(9) "Organizational documents" means:
(10) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(11) "Surviving organization" means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.
(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1102)
Sec. 1102. Conversions and domestications.
(a) Conversions and domestications are governed by the Entity Omnibus Act.
(b) (Blank).

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1103)
Sec. 1103. (Repealed).

(Source: P.A. 93-967, eff. 1-1-05. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1104)
Sec. 1104. (Repealed).

(Source: P.A. 93-967, eff. 1-1-05. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1105)
Sec. 1105. (Repealed).

(Source: P.A. 93-967, eff. 1-1-05. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1106)
Sec. 1106. Merger.
(a) A limited partnership may merge with one or more other constituent organizations pursuant to this Section and Sections 1107 through 1109 and a plan of merger, if:
(b) A plan of merger must be in a record and must include:
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1107)
Sec. 1107. Action on plan of merger by constituent limited partnership.
(a) Subject to Section 1110, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b) Subject to Section 1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 1108, a constituent limited partnership may amend the plan or abandon the planned merger:
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1108)
Sec. 1108. Filings required for merger; effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(b) The articles of merger must include:
(c) Each constituent limited partnership shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d) A merger becomes effective under this Article:
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1109)
Sec. 1109. Effect of merger.
(a) When a merger becomes effective:
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in Section 117(c) and (d).
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/1110)
Sec. 1110. Restrictions on approval of mergers and on relinquishing LLLP status.
(a) If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1111)
Sec. 1111. Liability of general partner after merger.
(a) A merger under this Article does not discharge any liability under Sections 404 and 607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:
(b) In addition to any other liability provided by law:
(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1112)
Sec. 1112. Power of general partners and persons dissociated as general partners to bind organization after merger.
(a) An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:
(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the surviving organization after the merger becomes effective, if:
(c) If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 215/1113)
Sec. 1113. Article not exclusive. This Article does not preclude an entity from being converted, domesticated, or merged under other law.

(Source: P.A. 100-561, eff. 7-1-18.)