Bill Text: IL SB1691 | 2011-2012 | 97th General Assembly | Amended

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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Bill Title: Amends the Uniform Partnership Act (UPA). Provides for a number of new filing fees. Provides a procedure for reinstatement of an expired limited liability partnership. Provides that fees for expedited services shall be deposited into the Business Services Special Operations Fund and provides specific fees. Amends the Uniform Limited Partnership Act (ULPA). Provides a new filing deadline for a limited partnership applying to use an assumed name within a calendar year evenly divisible by 5. Strikes language allowing the Secretary of State (SOS) to designate a limited partnership as not in good standing when failing to name and maintain an agent for service of process. Provides a new procedure to resign as an agent for service of process and requires a replacement within 60 days. Provides new procedures and fees for service of process when the SOS is the service agent. Provides that a restated certificate of limited partnership supersedes the original certificate and prior amendments. Provides that electronic filings under the ULPA & UPA must include the name of the person making the submission and that this inclusion satisfies the ULPA's & UPA's signature requirements. Provides that the SOS is not required to send a copy of a filed annual report and receipt. Provides that if an annual report is not timely filed, the SOS shall declare the partnership not in good standing and shall not file documents. Provides for a $100 penalty for failing to file an annual report within 60 days of the due date. Provides a new procedures for reinstatement following administrative dissolution, for an amended application for a certificate of authority, and for reinstatement of a foreign limited partnership following revocation. Repeals Section 1305 of the ULPA requiring documents filed to contain a FEIN. Effective July 1, 2011.

Spectrum: Partisan Bill (Democrat 2-0)

Status: (Passed) 2012-07-20 - Public Act . . . . . . . . . 97-0839 [SB1691 Detail]

Download: Illinois-2011-SB1691-Amended.html

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Rep. Brandon W. Phelps

Filed: 5/11/2011

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AMENDMENT TO SENATE BILL 1691
AMENDMENT NO. ______. Amend Senate Bill 1691 as follows:
on page 7, line 1 by inserting "902," after "810,"; and
on page 29, by inserting the following after line 19:
"(805 ILCS 215/902)
Sec. 902. Application for certificate of authority.
(a) A foreign limited partnership may not transact business
in this State until it obtains a certificate of authority from
the Secretary of State. A foreign limited partnership may apply
for a certificate of authority to transact business in this
State by delivering an application to the Secretary of State
for filing. The application must state:
(1) the name of the foreign limited partnership and, if
the name does not comply with Section 108, an alternate
name adopted pursuant to Section 905(a);

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(2) the name of the state or other jurisdiction under
whose law the foreign limited partnership is organized;
(3) the street and mailing address of the foreign
limited partnership's principal office and, if the laws of
the jurisdiction under which the foreign limited
partnership is organized require the foreign limited
partnership to maintain an office in that jurisdiction, the
street and mailing address of the required office;
(4) the name and street and mailing address of the
foreign limited partnership's initial agent for service of
process in this State;
(5) the name and street and mailing address of each of
the foreign limited partnership's general partners;
(6) whether the foreign limited partnership is a
foreign limited liability limited partnership;
(7) the purpose or purposes for which it was organized
and the purpose or purposes that it proposes to conduct in
the transaction of business in this State; and
(8) all additional information that may be necessary or
appropriate in order to enable the Secretary of State to
determine whether the limited partnership is entitled to
transact business in this State.
(b) A foreign limited partnership shall deliver with the
completed application a certificate of existence or a record of
similar import signed by the Secretary of State or other
official having custody of the foreign limited partnership's

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publicly filed records in the state or other jurisdiction under
whose law the foreign limited partnership is organized.
(Source: P.A. 95-368, eff. 8-23-07.)".