Section 166.10  Prohibited Terms in Title

 

The name of a limited liability partnership shall not contain the terms "Corporation", "Corp.", "Incorporated", "Inc.", "Company", or "Co."

 

Section 166.15  Improper Names

 

The name of a limited liability partnership shall not contain any word or words that create a connotation that is offensive to good taste.

 

Section 166.20  Definitions

 

In addition to the definitions contained in Section 101 of the Uniform Partnership Act [805 ILCS 206/101], the following definitions shall apply:

 

"Abstracts of Record" shall consist of a hard copy printout of the information shown on the computer records of the Department of Business Services of the Office of the Secretary of State.

 

"Department" shall mean the Department of Business Services of the Office of the Secretary of State.

 

"Director" shall mean the Director of the Department of Business Services.

 

"Interrogatories" shall mean a written request for information to ascertain whether a limited liability partnership has complied with the provisions of the UPA.

 

"LLP" shall mean a Limited Liability Partnership.

 

"Secretary" shall mean the Secretary of State of Illinois.

 

"UPA" shall mean the Uniform Partnership Act (1997) [805 ILCS 206].

 

"UPA Section" shall mean the unit of the Department that administers the provisions of the UPA.

 

(Source:  Amended at 33 Ill. Reg. 9129, effective July 6, 2009)

 

Section 166.25  Applicability

 

The provisions of this Part shall be applicable to all limited liability partnerships that are, will be or may become subject to the provisions of the UPA.

 

(Source:  Amended at 33 Ill. Reg. 9129, effective July 6, 2009)

 

Section 166.30  Filing Location

 

a)         All documents required to be filed with the Secretary of State pursuant to the UPA shall be filed with the Department.

 

b)         Documents submitted for filing in Springfield, the Department's headquarters, shall be filed at the following address:

 

Department of Business Services

Uniform Partnership Act Section

Room 357, Howlett Building

Springfield, Illinois  62756

 

c)         Documents submitted by mail for filing should be sent to the Department's Springfield office.

 

Section 166.35  Business Hours

 

The Department of Business Services business hours are 8:00 a.m. to 4:30 p.m. in Springfield, Monday through Friday, except holidays.

 

Section 166.40  Filing Requirements

 

a)         All entities, other than natural persons, serving as partners in limited liability partnerships or foreign limited liability partnerships must provide evidence of existence upon request of the Secretary of State.  The evidence shall be provided in the formats set forth in this subsection (a).  All other entities not specifically addressed shall provide proof of existence in the manner prescribed by this subsection that most appropriately applies to their entity format.

 

1)         Corporations, limited liability companies, limited partnerships and limited liability partnerships serving as partners in limited liability partnerships or foreign limited liability partnerships shall provide either a Certificate of Existence or a Certificate of Good Standing duly authenticated by the proper officer from the state or country of domicile.

 

2)         General partnerships serving as partners in limited liability partnerships or foreign limited liability partnerships shall provide a statement of information that includes the names and addresses of all the partners, the state of formation, the date of formation, and the address of the records office.  The statement shall be sworn to, dated and executed by one of the general partners.

 

3)         Trusts serving as partners in limited liability partnerships shall provide evidence of existence, including the name of the trust, the date of its creation, the names of all trustees, the state of location of the trust, and that the trust is currently in full force and effect.  The statement shall be dated and executed by a trustee.

 

4)         Estates serving as partners in limited liability partnerships shall provide evidence of existence by a copy of the relevant court order, dated and executed.

 

b)         When filing its statement of foreign qualification pursuant to UPA Section 1103, a foreign limited partnership shall submit an original certificate of existence or good standing issued within the preceding 30 days by its state of jurisdiction or formation.

 

c)         Documents 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 in the submission are true.  Compliance with this Section shall satisfy the signature requirements of UPA Section 105.

 

(Source:  Amended at 35 Ill. Reg. 8226, effective May 13, 2011)

 

Section 166.45  Additional Requirements for Forms

 

a)         All documents required by this Act to be filed in the Office of the Secretary of State shall be made on the most recent version of forms prescribed and furnished by the Secretary of State.  The Secretary of State employs the following forms:

 

1)         Form UPA 303 Statement of Partnership Authority (see 805 ILCS 206/303);

 

2)         Form UPA 304 Statement of Denial (see 805 ILCS 206/304);

 

3)         Form UPA 704 Statement of Dissociation (see 805 ILCS 206/704);

 

4)         Form UPA 805 Statement of Dissolution of Statement of Partnership Authority (see 805 ILCS 206/805);

 

5)         Form UPA 907 LLP/LP Statement of Merger (see 805 ILCS 206/907);

 

6)         Form UPA 908 LLP/LLC Statement of Merger (see 805 ILCS 206/908);

 

7)         Form UPA 1001 Limited Liability Partnership Statement of Qualification (see 805 ILCS 206/1001);

 

8)         Form UPA 1001(e)/1101(f) Statement of Withdrawal (see 805 ILCS 206/1001(e) and 1102(f));

 

9)         Form UPA 1001(h)/1102(g) Statement of Amendment (see 805 ILCS 206/1001(h) and 1102(g));

 

10)        Form UPA 1003(D) Application for Renewal of Domestic Limited Liability Partnership (see 805 ILCS 206/1003);

 

11)        Form UPA 1003(F) Renewal Statement of Foreign Limited Liability Partnership (see 805 ILCS 206/1003);

 

12)        Form UPA 1004 Reinstatement of Limited Liability Partnership Status (see 805 ILCS 206/1004);

 

13)        Form UPA 1005 Resignation of Agent for Service of Process upon a Limited Liability Partnership (see 805 ILCS 206/1005);

 

14)        Form UPA 1102 Limited Liability Partnership Statement of Foreign Qualification (see 805 ILCS 206/1102);

 

15)        Form UPA 1103 Affidavit of Compliance for Service on Secretary of State  (see 805 ILCS 206/1103(e) and 14 Ill. Adm. Code 166.70);

 

16)        Form UPA 1106 Resignation of Agent for Service of Process upon a Foreign Limited Liability Partnership (see ILCS 206/1106).

 

b)         Fees for the above forms can be found at 805 ILCS 206/108.

 

c)         All documents filed with the Department shall contain the federal employer identification number of the limited liability partnership with respect to which the document was filed.

 

d)         All documents and attachments submitted by a limited liability partnership shall be typewritten on 8˝ x 11" white paper.

 

(Source:  Amended at 37 Ill. Reg. 12568, effective July 17, 2013)

 

Section 166.50  Renewal Reports

 

a)         The Secretary of State shall renew the registration of any limited liability partnership upon payment of the required fee, providing the submission of the renewal statement required by Section 1003 of the UPA is postmarked no later than the expiration date.

 

b)         A renewal statement must be filed pursuant to Section 1003 of the UPA.  Timely submitted renewals that require revisions or changes shall be granted a 30 day extension.

 

Section 166.55  Payment of Fees

 

All payments of fees with respect to the filing of statements of qualification (domestic) and statements of foreign qualification shall be by money order, certified check, cashier's check, or a check drawn on the account of an Illinois licensed attorney or certified public accountant, made payable to the "Secretary of State", or by a credit card, a debit card or an electronic funds transfer.  All other payments may be made by entity check, payable to the "Secretary or State".  Any check that is returned by the bank to the Secretary of State's Office for any reason will immediately void the transaction for which it was intended and the Secretary of State shall treat the filing event as never occurring.

 

Section 166.60  Sale of Information

 

a)         Information concerning any limited liability partnership shall be available to the public from the Department of Business Services upon written request, or by telephone or in person, or, if technology is available, on line through interactive computer.

 

b)         Information in the form of an abstract of record concerning the limited liability partnerships on file with the Department shall be printed from the computer file of the Department and shall consist of the limited liability partnership name, its date of qualification, its registered agent, the address of the office at which the records are maintained, the foreign jurisdiction where formed (if applicable), the date of filing with the Department, and the file number assigned by the Department.  The fee for each abstract of record shall be $25.

 

c)         Copies of all documents pertaining to limited liability partnerships on file with the Department are available:

 

1)         upon written request and payment of the required fee.

 

2)         by telephone request with advance payment using a credit card, a debit card or an electronic funds transfer.

 

3)         in person and with payment of the required fee at the Department's address set forth in Section 166.30.

 

d)         Computer connections by non-Department users:

 

1)         Computer terminal connections to the Secretary's computer may be provided to other State agencies.  This service may be made available at no charge so long as the requesting agency incurs all costs and so long as the service does not substantially increase costs or network traffic on the Secretary's computer.

 

2)         Computer terminal connections may be allowed to commercial users provided that all costs are borne by the commercial user.  The allowance of computer terminal connections shall be contingent upon the best interests of the Office of the Secretary of State, cost-effectiveness of providing the information through computer terminal connections as opposed to other methods, and other factors that may impede the operations of the Office of the Secretary of State.  This service will be suspended at any time should the connection interfere with the Secretary's internal work schedules and processing.

 

3)         Fees for information supplied by means of computer connections between the Secretary of State's computers and those of any other agency, corporation, or person may be paid on an annual basis for all information delivered during that year, as determined by the Secretary and the agency or person to be the economically simplest way of billing.  The proper fee shall be determined by negotiation between the agency or commercial user and the Director based upon telephone line charges, rental or purchase fees for terminals, and any other appropriate factors, such as the statutory fees set forth at 805 ILCS 206/108 for certificates of information, and the requirements of this Part.

 

4)         No users may print any list or abstract from the computer connection.  Lists of UPA information including the names and information for all limited liability partnerships may only be purchased pursuant to the provisions of this Part.  Computer connections are to be used only to look up information.  No changes on the Department's UPA files may be made by any computer connection user.

 

e)         Terms and conditions for computer maintained UPA information:

 

1)         The information supplied by the Department to other agencies, commercial users, or other persons shall be in the abstract format only, as specified in subsection (b) of this Section.

 

2)         The fee for the entire file of current and expired limited liability partnerships shall be determined in accordance with the provisions of subsection (d)(3) of this Section.  If the file is purchased on computer disc or tape, the purchaser shall supply the Department with computer disc, discs, tape or tapes, compatible with the Secretary's computer equipment, on to which discs or tapes the information shall be transferred.

 

3)         All purchase requests shall be submitted in writing to the Director.  Payment shall be made to the Department before delivery of the information to the purchaser.  No refunds will be made after the request is approved by the Director.  Payment shall be made by check or money order payable to the "Secretary of State", or by credit or debit card.

 

4)         All commercial or other type purchasers shall sign a written agreement setting forth the terms and conditions required by Illinois law, and as may be deemed appropriate after negotiation between the Department and the purchaser.

 

5)         The commercial purchaser shall not resell to any other purchaser the information obtained from the Department in the same form or format in which it is obtained from the Department.  Resale of information in the same form or format shall result in cancellation of access to information by the Department.  The commercial purchaser may sell the information to the subscribers of its computer or business information services only as information specific to an individual limited partnership, as needed by the subscriber.

 

(Source:  Amended at 33 Ill. Reg. 9129, effective July 6, 2009)

 

Section 166.65  Refunds

 

Refunds for overpayments exceeding $5 shall be paid by the Department upon request.

 

Section 166.70  Service of Process

 

a)         For the purposes of the UPA, the procedures set forth in this Section shall apply.

 

b)         Any process, notice or demand to be served under this Part shall be made upon the Secretary, the Director, or any employee of the Department designated by the Director to accept such service for him or her, in the following manner:

 

1)         service shall comply with the provisions of Part 2 of the Code of Civil Procedure [735 ILCS 5/Art. II, Part 2], the Federal Rules of Civil Procedure (FRCP Rule 4), or any administrative rules of service, as may be appropriate.

 

2)         an affidavit of compliance must be appended to the process, notice or demand to be served, containing the information described in subsection (c), shall be signed by the person instituting the action, suit or proceeding or by an attorney of record, and the signature of the affiant, without more, shall constitute the affirmation or acknowledgement, under penalties of perjury, that the affidavit is the act or deed of the affiant and that the facts stated in the affidavit are true.

 

c)         The affidavit of compliance shall state:

 

1)         the title of the court or administrative agency.

 

2)         the title of the case, showing the names of the first named plaintiff and the first named defendant.

 

3)         the number of the case.

 

4)         the title of the instrument.

 

5)         the title of the limited liability partnership to be served.

 

6)         the basis for service on the Secretary.

 

7)         the address to which the instrument is to be sent (by registered or certified mail) by the affiant.

 

8)         the name, address and telephone number of the attorney of record for the plaintiff or other affiant.

 

d)         Service of any process, notice or demand made under this Part shall be made with the Department at the address set forth in Section 166.30.

 

e)         The Department shall maintain original file copies, which shall be in paper form or an acceptable archival medium, and originals may be discarded upon verification of archival medium (microfilm or electronic imaging) and upon approval by the State Records Commission (see 5 ILCS 160/16).

 

f)         The fee for the service provided by the Department under subsection (e) shall be $25.

 

Section 166.75  Interrogatories

 

a)         The Secretary of State may propound to any limited liability partnership subject to the provisions of the UPA, and to any partner, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether the limited liability partnership has complied with all the applicable provisions of the UPA and this Part.  The interrogatories shall be answered within 30 days after mailing, or within such additional time as shall be fixed by the Secretary, and the answers shall be full and complete, and shall be made in writing and under oath.  If the interrogatories are directed to a person, they shall be answered by him or her; if directed to a limited liability partnership, they shall be answered by the partners.  The Secretary need not file any document to which the interrogatories relate until the interrogatories are answered and not then if the answers disclose that the document is not in conformity with the UPA and this Part.  The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers that disclose a violation of the UPA or this Part.

 

b)         Interrogatories propounded by the Secretary of State and the answers shall not be open to public inspection, nor shall the Secretary disclose any facts or information obtained, except insofar as official duty may require them to be made public or in the event the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by the State.

 

Section 166.80  Right to Counsel

 

a)         Hearing procedures will be governed by 14 Ill. Adm. Code 150, Subpart A.

 

b)         Any party may appear and be heard through an attorney at law licensed to practice in the State of Illinois.

 

1)         Attorneys admitted to practice in states other than the State of Illinois may appear and be heard upon the attorney's verbal representation of written documentation as to the attorney's admittance,  pursuant to an order pro hac vice, entered by a judge of the circuit court of the county in which the hearing is conducted, as provided in Supreme Court Rule 707.

 

2)         A natural person may appear and be heard on his or her own behalf.

 

3)         A corporation, limited liability company, association or partnership may appear and present evidence by any bonafide officer, employee or representative.

 

c)         Only an attorney properly licensed shall represent anyone else in any hearing in any matter involving the exercise of legal skill or knowledge.  The standards of conduct shall be the same as before the Courts of the State of Illinois.

 

(Source:  Amended at 33 Ill. Reg. 9129, effective July 6, 2009)

 

Section 166.85  Extension of Filing Deadlines

 

Filing of Organizational Documents, Annual Reports, and Other Business Entity Materials

 

a)         All organizational documents, annual reports, and other business entity materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes shall be filed with the Business Services Department, Howlett Building, Room 350, Springfield IL 62756 or 69 West Washington, Suite 1240, Chicago IL 60602.

 

b)         Pursuant to the powers vested in him by Section 5(7) of the Secretary of State Act, the Secretary of State hereby extends for the duration of the disaster proclaimed by the Governor in Gubernatorial Proclamation number 2020-038, issued on March 9, 2020, as extended by subsequent proclamations, and for a period of 90 days thereafter, the filing deadlines for materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes and that were due to be filed on or after March 17, 2020.  This extension period may be rescinded by the Secretary of State through the adoption of an emergency rule.  Any fees for late filings of materials shall be waived for materials subject to this Section.

 

c)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 1209 of the Uniform Partnership Act that require the Secretary of State to provide expedited services upon request are suspended for the duration of the disaster proclaimed in the Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter.  During this period of suspension, the Secretary shall process the expedited documents within 24 hours or as soon as possible thereafter.  For purposes of filing dates, the date the document was submitted for filing will be the document's filing date.

 

(Source:  Added at 44 Ill. Reg. 14030, effective August 17, 2020)