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

(805 ILCS 206/Art. 9 heading)

(805 ILCS 206/901)
Sec. 901. Definitions. In this Article:
(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(Repealed).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 Repealed by P.A. 100-561, eff. 7-1-18.)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(Repealed).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 Repealed by P.A. 100-561, eff. 7-1-18.)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:
(c) The plan of merger must be approved:
(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:
(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/906)
Sec. 906.
Effect of merger.
(a) When a merger takes effect:
(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:
(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:
(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:
(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:
(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:
(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:
(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:
(l) Service under subsection (k) of this Section shall be made by the person
instituting the
action by doing all of the following:
(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.)