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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

Chapter 3 — Statutory Dissociation and Winding Up

Chapter 4 — Limited Liability Partnerships

I. Introduction

[4.1] Scope of Chapter

[4.2] Applicability of the Uniform Partnership Act (1997) and the Former Uniform Partnership Act

II. Formation of a Limited Liability Partnership

[4.3] General Partnership Must Register as a Limited Liability Partnership

[4.4] Name of the Limited Liability Partnership

[4.5] Applying for Registration as a Limited Liability Partnership

[4.6] Form of the Statement of Qualification

[4.7] Content of the Statement of Qualification

[4.8] Execution of the Statement of Qualification

[4.9] Filing the Statement of Qualification

[4.10] Fees for Filing the Statement of Qualification

[4.11] Amendments and Corrections to the Statement of Qualification

III. Operation and Termination

[4.12] Operation and Annual Filings

Termination

[4.13] Standard Partnership Termination

[4.14] Termination of Registered Limited Liability Partnership Status

IV. [4.15] Partnership Income Tax Treatment

V. Scope and Effect of Liability Limitations

[4.16] Joint and Several Liability

[4.17] Limitations on Liability: 2008 and After — Uniform Partnership Act (1997)

[4.18] Limitations on Liability: pre-2008 — Uniform Partnership Act

VI. Litigation Concerns

[4.19] Standard Partnership Law Governs

[4.20] Proper Parties to Litigation: 2008 and After — Treatment Under the Uniform Partnership Act (1997)

[4.21] Proper Parties to Litigation: pre-2008 — Problems with the Uniform Partnership Act

VII. [4.22] Limited Liability Partnerships in Bankruptcy

VIII. Limited Liability Partnership Usage

[4.23] Generally

[4.24] Who Can Use a Limited Liability Partnership?

[4.25] Attorney Use Allowed

IX. [4.26] Foreign Limited Liability Partnerships

[4.27] Name of the Foreign Limited Liability Partnership

[4.28] Form of the Statement of Foreign Qualification

[4.29] Execution and Filing of the Statement of Foreign Qualification

[4.30] Fees for the Registration Application

[4.31] Amendments and Corrections to the Registration

[4.32] Limited Liability Partnerships in Other Jurisdictions

X. [4.33] Illinois Limited Liability Partnership Status in Foreign Jurisdictions

XI. Issues for Drafting Limited Liability Partnership Agreements

[4.34] Generally

Sample Limited Liability Partnership Agreement Provisions

[4.35] General Indemnification in the Event of Loss of Registered Status

[4.36] Specific Indemnification by Managing Partners

XII. [4.37] Conclusion

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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