Domestic Limited Partnership Formation Filing in Illinois
At a glance
| Governing law and LP scope | Uniform Limited Partnership Act (2001), 805 ILCS 215; certificate delivered to Secretary of State (§ 201(a)) |
|---|---|
| Partnership agreement | Agreement may be oral, implied, or recorded and governs internal relations; § 201 forms LP on substantially compliant filing (§§ 102(15), 110(a), 201(c)) |
| Certificate fields and partners | Name, designated-office and agent street/mailing addresses, every general partner name/street/mailing address, LLLP election, purpose (§ 201(a)) |
| Name and distinguishability | Ordinary LP uses “limited partnership,” “L.P.” or “LP”; distinguishable from listed LP, reserved and assumed names (§ 108(b)–(d)) |
| Agent and office | Designated Illinois office and service agent continuously maintained; agent is Illinois resident or authorized business person (§§ 201(a)(2), 114(a), (c)) |
| Execution and filing office | All general partners listed sign; attorney-in-fact may sign; Secretary of State files (§§ 204(a)(1), (b), 206(a)) |
| Filing fee and attachments | $150 domestic certificate filing fee; filing conditioned on statutory compliance and payment (§§ 1302(b)(1), 206(a)) |
| Effective time and proof | Substantial compliance forms LP when filing takes effect; specified time or delayed date permitted, capped at 90 days after filing (§§ 201(c), 206(c)) |
| Publication and follow-up | Formation and filing sections §§ 201, 206 require certificate delivery and filing; they prescribe no initial newspaper-publication or proof step |
| Scope and outcome limits | Certificate must state whether LLLP (§ 201(a)(4)); separate status and foreign, tax, securities, licensing, liability, disputed outcome beyond table |
Requirements one by one
Certificate and agreement
Under 805 ILCS 215/201(a), the certificate of limited partnership states the LP name, street and mailing addresses of the designated office and service agent, each general partner's name and street and mailing addresses, any LLLP election, and the LP's purpose. Section 201(c) forms the LP on a substantially compliant filing, subject to the effective-time rule in § 206(c). The § 102(15) definition permits an oral, implied, or recorded partnership agreement; § 110(a) makes that agreement govern partner relations where it speaks.
Name, office, and signatures
Section 108(b)–(d) requires “limited partnership,” “L.P.” or “LP” in an ordinary LP name and distinguishability from the listed LP, reserved, and assumed names. Section 114(a) requires an Illinois designated office and service agent to be maintained continuously, and § 114(c) specifies who may serve as agent. Under § 204(a)(1), every general partner named in the initial certificate signs; § 204(b) permits signing by attorney-in-fact.
Filing charge and effective time
Section 1302(b)(1) sets the domestic certificate fee at $150. Section 206(a) directs the Secretary of State to file a compliant record once fees are paid. Under § 206(c), the record can state an effective time or delayed date, but a delayed date takes effect no later than the 90th day after filing. Formation under § 201(c) follows the filing's effective time.
What trips people up
The LLLP choice belongs in the initial certificate. Section 201(a)(4) requires the certificate to state whether the LP is a limited liability limited partnership; § 108(c) supplies that status's distinct name designator.
The agent and office have separate address fields. Section 201(a)(2) asks for the office's street and mailing addresses and the agent's name, street address, and mailing address. Section 114(a) makes maintenance continuous after formation.
No initial newspaper proof appears in the formation provisions. Sections 201 and 206 describe the certificate, filing, and effective time without an initial publication or proof-filing requirement.
Common questions
Do all general partners have to sign? Yes. Section 204(a)(1) says all general partners listed in the certificate sign the initial filing.
May formation take effect later than the filing date? Yes. Section 206(c) permits a delayed date, capped at 90 days after filing; § 201(c) connects formation to that effective filing.
Does the partnership agreement have to be written for this certificate? Section 102(15) recognizes oral, implied, and recorded agreements, while § 201(a) lists the certificate contents and filing needed for formation.
Statutes and sources
- 805 ILCS 215/102, 108, 110, 114: agreement, name, designated office, and service agent. Official § 108 (accessed 2026-09-23).
- 805 ILCS 215/201, 204, 206: certificate fields, all-general-partner signatures, filing, and effective time. Official § 201 (accessed 2026-09-23).
- 805 ILCS 215/1302(b)(1): $150 domestic LP certificate fee. Official § 1302 (accessed 2026-09-23).
Source links
Every statute quoted above, linked, with the date we checked it.
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