Illinois Compiled Statutes 805 ILCS 215/803 – Winding up
Current as of: 2024 | Check for updates
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(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership
(b) In winding up its activities, the limited partnership:
Terms Used In Illinois Compiled Statutes 805 ILCS 215/803
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- State: when applied to different parts of the United States, may be construed to include the District of Columbia and the several territories, and the words "United States" may be construed to include the said district and territories. See Illinois Compiled Statutes 5 ILCS 70/1.14
(1) may amend its certificate of limited partnership
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to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in Section 203, and perform other necessary acts; and
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(2) shall discharge the limited partnership’s
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liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
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(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a general partner under Section
(1) has the powers of a general partner under Section
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804; and
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(2) shall promptly amend the certificate of limited
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partnership to state:
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(A) that the limited partnership does not have a
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general partner;
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(B) the name of the person that has been
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appointed to wind up the limited partnership; and
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(C) the street and mailing address of the person.
(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(1) a limited partnership does not have a general
(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(1) a limited partnership does not have a general
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partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
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(2) the applicant establishes other good cause.