Illinois Compiled Statutes
805 ILCS 215/ - Uniform Limited Partnership Act (2001).
Article 2 - Formation; Certificate of Limited Partnership and Other Filings

(805 ILCS 215/Art. 2 heading)

(805 ILCS 215/201)
Sec. 201. Formation of limited partnership; certificate of limited partnership.
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in Section 110(b) in a manner inconsistent with that Section.
(c) If there has been substantial compliance with subsection (a), subject to Section 206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(Source: P.A. 95-368, eff. 8-23-07.)

(805 ILCS 215/202)
Sec. 202. Amendment or restatement of certification.
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11, articles of merger stating:
(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(d) Except as provided in Section 210, a certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. A restated certificate of limited partnership shall supersede the original certificate of limited partnership and all amendments thereto filed prior to the effective date of filing the restated certificate of limited partnership.
(f) Subject to Section 206(c), an amendment or restated certificate is effective when filed by the Secretary of State.
(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 215/203)
Sec. 203. Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/204)
Sec. 204. Signing of records.
(a) Each record delivered to the Secretary of State for filing pursuant to this Act must be signed in the following manner:
(b) Any person may sign by an attorney in fact any record to be filed pursuant to this Act.
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/204.5)
Sec. 204.5. 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 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 204 of this Act, which shall otherwise apply.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 215/205)
Sec. 205. Signing and filing pursuant to judicial order.
(a) If a person required by this Act to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order:
(b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this Section is effective without being signed.

(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/206)
Sec. 206. Delivery to and filing of records by Secretary of State; effective time and date.
(a) A record authorized or required to be delivered to the Secretary of State for filing under this Act must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this Act, and if all filing fees have been paid, the Secretary of State shall file the record and:
(b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.
(c) Except as otherwise provided in Sections 116 and 207, a record delivered to the Secretary of State for filing under this Act may specify an effective time and a delayed effective date. Except as otherwise provided in this Act, a record filed by the Secretary of State is effective:
(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 215/207)
Sec. 207. Correcting filed record.
(a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
(b) A statement of correction may not state a delayed effective date and must:
(c) When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/208)
Sec. 208. Liability for false information in filed record.
(a) If a record delivered to the Secretary of State for filing under this Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(b) Signing a record authorized or required to be filed under this Act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/209)
Sec. 209. Certificate of existence or authorization.
(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the Office of the Secretary of State show that the Secretary of State has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state:
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the Office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this State.

(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/210)
Sec. 210. Annual report for Secretary of State.
(a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states:
(b) Information in an annual report must be current as of the date the annual report is delivered to the Secretary of State for filing.
(c) The annual report, together with all fees and charges prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month. Proof to the satisfaction of the Secretary of State that, before the first day of the anniversary month of the limited partnership or the foreign limited partnership, the report, together with all fees and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed compliance with this requirement.
(d) If an annual report does not contain the information required in subsection (a), the Secretary of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the Secretary of State within 30 days after the effective date of the notice, it is timely delivered.
(e) If a limited partnership or foreign limited partnership fails to file its annual report and pay the requisite fee as required by this Act before the first day of the anniversary month in the year which it is due, the Secretary of State shall:
(f) If a limited partnership or foreign limited partnership fails to file its annual report and pay the requisite fee as required by this Act before the first day of the anniversary month in the year in which it is due, the Secretary of State may show the limited partnership or foreign limited partnership as not in good standing in response to inquiries received from any party regarding a limited partnership that is delinquent.

(Source: P.A. 97-813, eff. 7-13-12.)