Foreign LLP Qualification in Illinois

Illinois's Uniform Partnership Act treats a partnership that registered as an LLP under another state's law as a foreign LLP. Under section 1102, the statement of foreign qualification has to be on file before the partnership transacts business or continues doing so, and the Limited Liability Division of the Secretary of State's Department of Business Services takes the filing. The form is UPA-1102, delivered in duplicate on paper.

Home law still governs partner relations and partner liability for the firm's debts (section 1101). Illinois may not refuse qualification because its law differs, and the statement does not permit business that a partnership could not run as an Illinois LLP.

The Act gives no definition. Section 1104 lists things that do not count, without claiming the list is complete:

• Keeping a lawsuit going, defending it, or settling it
• Partner meetings and other internal partnership business
• Maintaining bank accounts
• A securities transfer office or agency of its own, or trustees and depositaries
• Selling through independent contractors
• Orders that need acceptance from outside Illinois to become contracts
• Owning real or personal property, without more
• A stand-alone transaction finished inside 120 days, as long as it is not repeated in kind
• Having a partner who resides in Illinois

Firms with Illinois clients

Law, accounting and design firms often organize as LLPs. A firm whose only Illinois contact is owned property or a bank account sits within the list. A firm that opens an Illinois office or serves clients here as part of a continuing practice is less clearly protected, and the statute gives no test for that middle ground. Subsection (b) adds that the list says nothing about when the partnership can be sued or served here. Ask an Illinois attorney when the facts are close.

Section 108 sets the fee at $500. Expedited handling costs $100 more. Checks and money orders must be guaranteed funds, and the form warns that a returned check voids the filing. The statement asks for:

• The partnership's federal employer identification number, which is required to file
• A name that ends with the LLP designation the statute requires, such as LLP or Registered Limited Liability Partnership
• The state or country of jurisdiction
• Where the chief executive office sits (street address), and any separate Illinois office
• The Illinois registered agent and registered office
• A short description of the business
• The total number of partners
• An effective date: the filing date, or a later date within 30 days
• Signatures of at least two partners, under penalty of perjury

The partner who files must promptly send a copy to every partner who did not sign (section 105(e)), though a missed copy does not undo the filing. Section 1102(b) adds a name rule: a foreign partnership may not use an assumed or fictitious name in Illinois to intentionally misrepresent where it comes from. Firms with gross annual revenues above $100,000,000 are excluded from that rule.

A certificate is required, and its window is short. Item 10 of the form says the statement is accompanied by a good standing certificate issued no more than 30 days before filing by the state or country where the LLP is formed. The statute asks for documents sufficient to certify the partnership's current standing as a registered LLP (section 1102(a)(6)).

That is stricter than the 90 days some other Illinois filings allow, so time the order carefully. The home office sets the price, and the firm places the order.

Section 1102(e) puts the agent for service of process in two categories: Illinois residents and other persons authorized to do business here. The registered office must be a street address; a post office box alone is rejected. A resigning agent must be replaced within 60 days. Changing the agent or office costs $25.

LLP status is renewed every year

A foreign LLP's status does not simply continue. Section 1003 requires a renewal statement, Form UPA-1003(F), filed within the 60 days before the anniversary date of the original qualification, with a current certificate of good standing. The fee is $300. If the renewal is missed, the LLP status expires, and reinstatement costs $200 plus the unfiled reports and fees.

• Amending or cancelling the statement is $25.
• Voluntarily withdrawing LLP status is $100 on Form UPA 1001(e)/1102(f).
• Illinois tax registrations are separate from this filing.

Several consequences follow.

• Courts. Under section 1103, a foreign LLP transacting business without a statement in effect cannot maintain an action or proceeding in Illinois.
• Contracts and liability. Its contracts and acts remain valid, it may defend a suit, and a partner's liability limit is not waived solely by the missing statement.
• Service. Claims from Illinois business may be served through the Secretary of State, the LLP's statutory agent.
• Attorney General. Section 1105 lets the Attorney General sue to restrain the LLP.
• Petty offense. Section 1102(d) provides that a foreign LLP that violates section 1102 is guilty of a petty offense, with a fine of $501 to $1,000 and an additional offense for each additional day of violation. The statute does not explain how that fine is imposed, so treat it as a real exposure.

Partnerships fall outside Mainstay's foreign qualification checkout, which accepts LLCs and for-profit corporations alone. A partner or the firm's attorney therefore files Form UPA-1102. Mainstay offers an LLP the Illinois registered agent at $149 a year, repeated at renewal. The agent's Illinois address is the one that goes on the statement and into the public file.

Once papers reach the agent, a copy lands in your account the same day, with no fee charged. Three state mailings a year are scanned free as well. Where another agent is currently registered, Mainstay handles the replacement and you reimburse the state's fee. Mainstay does not give legal advice. The Illinois registered agent page explains more.