Illinois Certificate of Authority for a Foreign Limited Partnership

Illinois's Uniform Limited Partnership Act calls a partnership organized under another state's law a foreign limited partnership. Under 805 ILCS 215/902 it requests that certificate with a written application delivered to the state's filing office, the Limited Liability Division in Springfield. A foreign LLLP files the same form, ticking yes on the LLLP question.

The partnership's home law keeps deciding how partners relate to one another and what each owes creditors (section 901). Illinois cannot deny a certificate because its own law differs, and a certificate never allows business that an Illinois limited partnership could not conduct.

Illinois does not define transacting business. Section 903(a) lists what falls outside it for a foreign limited partnership:

• Keeping up, defending or settling an action or proceeding
• Partner meetings and other internal matters
• Accounts held at financial institutions
• Transfer and registration offices for its own securities, along with trustees or depositories
• Selling via independent contractors
• Orders, whether received by mail, electronically or through agents, that become contracts only after acceptance outside Illinois
• Borrowing and lending against mortgages or security interests in real or personal property
• Pursuing debts, enforcing the security behind them, and caring for property recovered that way
• One isolated deal closed within 30 days, apart from any run of repeats
• Interstate commerce

The property rule

Subsection (b) reverses course for assets. The statute says that holding real estate or tangible personal property that produces income in Illinois is itself transacting business, subject to the exclusions listed above, and that list has no entry for simply owning an asset. A partnership holding a leased apartment building or rented farmland in the state is treated as transacting business even if it keeps no office or staff here. Subsection (c) adds that nothing in the section decides when Illinois can tax the partnership or serve it with process. For borderline facts, consult an Illinois lawyer.

Form LP 902 goes in on paper, in duplicate, and a general partner signs the original under penalties of perjury. The fee is $150. Payment must be guaranteed funds payable to the Secretary of State (the form lists certified and cashier's checks, Illinois attorney and CPA checks, and money orders), never cash. Expedited handling is $100 more. The form asks for:

• The partnership name, which must contain "Limited Partnership," "L.P." or "LP" (an LLLP uses "Limited Liability Limited Partnership" or "LLLP")
• An alternate name for Illinois, filed on Form LP 108.5, when the name is unavailable
• The place and date of formation, with a statement that the partnership still exists there
• The street address of the designated office where required records are kept
• The registered agent and registered office
• Whether the filer is a foreign LLLP
• The purposes the partnership will pursue in Illinois
• Every general partner, with a street address

Names containing "Corporation," "Inc.," "Company," "Co.," "LLC" or "LLP" are not allowed, and the name must be distinguishable from others on the state's records.

Illinois requires one. Section 902(b) requires the application to be accompanied by a certificate of existence, or something equivalent, executed by the official who holds the partnership's filed documents at home. Item 3 of the form says to attach a current certificate, and item 9 calls for one that was recently authenticated. The form does not print a day limit.

A second document may be needed. When a general partner is an entity that is not registered or qualified in Illinois, the form asks for an original certificate of good standing for that partner dated within the last 30 days. Each home state sets its own prices, and the partnership does the ordering.

Section 114 obliges a foreign limited partnership to appoint an Illinois process agent and keep that appointment alive. Under subsection (c) the agent is either an Illinois resident or another person with authority to do business in Illinois. The registered office has to carry a street address, because a post office box by itself is refused. Should the agent resign, a replacement has to be on record within 60 days. Form LP 115 records a change of agent or office, at $50.

Annual report and other filings

• The annual report, Form LP 210, costs $100 and must be delivered during the 60 days ahead of the anniversary month. A general partner signs it.
• An amended application on Form LP 902.5 costs $50.
• Form LP 907 cancels the certificate for $25. The partnership uses it to say it has stopped transacting business, give up the certificate, end its agent's authority and appoint the Secretary of State to accept service of Illinois claims.
• Unpaid fees, a missing annual report or a vacant agent post, each running 60 days past its due date, can lead to revocation. Reinstatement is $200.
• Illinois tax registrations are separate.

Sections 907 and 908 describe the consequences.

• No lawsuit or other proceeding of the partnership's own can be maintained in Illinois while it lacks a certificate.
• Agreements it made and acts it took stay valid, and it may still defend itself.
• Its partners do not become liable for partnership debts merely because the certificate was missing.
• The Secretary of State is the partnership's fallback for receiving service of claims tied to its Illinois business.
• Section 908 empowers the Attorney General to sue to stop the partnership's Illinois business.

None of the sections read sets a fee or a fine.

Mainstay's foreign qualification checkout accepts only LLCs and for-profit corporations, so the partnership's own representative files Form LP 902. A limited partnership can still buy Mainstay's Illinois registered agent, for $149 a year at an unchanging rate. That Illinois address appears on the application and in the public record.

If anything is served on the agent, you get a scan in your account that business day, free. The first three official mailings each year are scanned free too. If a different agent is registered now, Mainstay arranges the switch and you repay the state's fee. Mainstay is not a law firm. The Illinois registered agent page lays out the service.