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Table of Contents

List of Forms by Chapter

Chapter 1 — Formation of General and Limited Partnerships in Illinois and Income Tax Aspects

Chapter 2 — Partnership Agreements

I. [2.1] General Description of Partnerships and the Necessity of Written Partnership Agreements

II. [2.2] Nonwaivable Provisions

[2.3] Partnership Statements

[2.4] Access to Books and Records

[2.5] Limitations on Fiduciary Duties

[2.6] Limitation on Right To Dissociate

[2.7] Judicial Expulsion of a Partner

[2.8] Law of the State of a Limited Liability Partnership

[2.9] Modification of Third-Party Rights

III. [2.10] Supplemental Principles of Law

IV. [2.11] Income Tax Provisions

Tax Provisions Regarding Non-Pro Rata Allocations of Tax Items

[2.12] Substantial Economic Effect Requirement

[2.13] Impact of Allocations That Do Not Have Substantial Economic Effect

[2.14] Impact of Partnership Agreement on Allocations

[2.15] Required Allocation Provisions To Satisfy Economic Effect Test

[2.16] Capital Account Maintenance Rules

[2.17] Liquidation of Interests

[2.18] Liquidation of Interest in Accordance with Positive Capital Accounts

Obligation To Restore Deficit Capital Account

[2.19] General rule

[2.20] Exception — qualified income offset

[2.21] Property Contributions

[2.22] Valuation of Property Contributions

[2.23] Built-In Gain or Loss Must Be Allocated to the Contributing Partner

[2.24] Allocation of Deductions in Contributed Property

[2.25] Partnership Provisions Permitting Revaluations of Partnership Property

[2.26] Partnership with Depreciable Property Subject to Nonrecourse Financing — Minimum Gain Charge-Back Requirement

[2.27] Tax Matters Partner and Partnership Representative

[2.28] Goodwill in a Service Partnership

[2.29] “Salaries” to Partners of a Service Partnership

[2.30] Illinois Personal Property Tax Replacement Tax

V. [2.31] Default Rules

[2.32] Definitions

[2.33] Knowledge and Notice

[2.34] Choice of Law

[2.35] Partnership Property

[2.36] Partner Authority

[2.37] Capital Accounts

[2.38] Profits and Losses

[2.39] Payments and Advances to Partners

[2.40] Management Rights

[2.41] Use of Partnership Property by Partners

[2.42] Compensation for Services

[2.43] Distributions in Kind

[2.44] Rights to Information

[2.45] Duties of Care

[2.46] Restrictions on Competition

[2.47] Actions by the Partnership and Partners

[2.48] Continuation of Partnership Beyond Definite Term or Particular Undertaking

[2.49] Transferable Interest in Partnership

[2.50] Partner’s Dissociation

[2.51] Judicial Expulsion

[2.52] Insolvency

[2.53] Partner’s Power To Dissociate — Wrongful Dissociation

[2.54] Effect of Partner’s Dissociation

[2.55] Partner’s Dissociation When Business Not Wound Up

[2.56] Requirement To Purchase Dissociated Partner’s Interest

[2.57] Identity of Purchaser

[2.58] Manner of Payment

[2.59] Filing of Statement of Dissociation

[2.60] Use of Partner’s Name in Firm Name

[2.61] Winding Up Partnership Business

[2.62] Events of Dissolution

[2.63] Continuation of the Partnership After Dissolution

[2.64] Persons Authorized To Wind Up the Partnership Business

[2.65] Power To Bind Firm After Dissolution

[2.66] Filing a Statement of Dissolution

[2.67] Partners’ Liability to Other Partners upon Dissolution

[2.68] Settlement of Accounts and Contributions Among Partners

VI. [2.69] Other Provisions To Consider

VII. [2.70] IRS Circular 230 Notice

VIII. Appendix

[2.71] Partnership Formation Information Sheet

[2.72] Sample General Partnership Agreement

[2.73] Sample Limited Liability Partnership Agreement

Chapter 3 — Statutory Dissociation and Winding Up

Chapter 4 — Limited Liability Partnerships

Chapter 5 — Family Limited Partnerships

Authors

James W. Dodge
James W. Dodge
James W. Dodge is a Professor at Purdue Global Law School, where he serves as the subject-matter expert for contracts. His courses cover estates, wills, and trusts; real property; and corporations and business organizations. He is a member of the Academy of Legal Studies in Business and a former member of the Uniform Laws Commission (2011 – 2022). Dodge received his B.S. from the University of Illinois and his J.D. from Southern Illinois University School of Law.
Kirk A. Hoopingarner
Kirk A. Hoopingarner
Kirk A. Hoopingarner is a Partner at Quarles & Brady LLP, in Chicago, where he focuses his practice on trusts and estates and tax-exempt organizations. Hoopingarner is a Fellow of the American College of Trust and Estate Counsel, a member of the Chicago Estate Planning Council, and a member of the editorial board of Planned Giving Today. Hoopingarner received his B.A. from Hope College and his J.D. cum laude from the University of Michigan Law School.
John B. Waters
John B. Waters
John B. Waters is Of Counsel to Roetzel & Andress, LPA, in Chicago, where he practices in the areas of corporate and tax law. He is a member of the American Bar Association Section of Taxation and the Illinois State Bar Association Federal Taxation Section. He received his B.S. from Iowa State University, his M.N.E. from North Carolina State University, his J.D. from the University of Idaho College of Law, where he was Symposium Editor of the Law Review, and his LL.M. in taxation from DePaul University.

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Business Partnerships (ARCHIVED 2018 EDITION)

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