Illinois Uniform Partnership Act Checklist and FAQs

Many partnerships start with a handshake. The Handshake-to-Paper Check below lists what owners commonly do to turn an informal deal into a documented one. Details and fees are on the rules and numbers page, and the overview explains the law.

The Handshake-to-Paper Check

1. Name the owners. List the co-owners and what each contributes. A share of profits can make someone a partner, with exceptions such as wages, rent and loan interest.
2. Set the sharing rules. The Act gives equal profits, losses in proportion to profits and no pay for services unless the agreement says otherwise.
3. Write the agreement. Oral and implied agreements count, but paper records the split, decisions and exits. It may not eliminate or reduce fiduciary duties.
4. Check the business name. If it is not the partners' real names, file the certificate with the county clerk, publish the notice weekly for three weeks and file proof within 50 days.
5. Decide on LLP status. It takes a vote to amend the agreement, a statement signed by at least two partners, an LLP name ending and $100 per partner ($200 minimum, 2026). Ask the profession's board whether LLPs are allowed.
6. Calendar the renewal. LLP status lasts one year; renew in the 60 days before it ends.
7. Record limits on authority. Any partner can bind the partnership in the ordinary course; a statement of partnership authority ($25) can state limits, though a filed limit does not by itself put outsiders on notice (real property has its own recording rule).
8. Set up taxes. Plan for Form 1065, Schedule K-1s and Form IL-1065, not Form W-2, for partners. See the partnership tax guide.

Common mistakes

• Co-owning a venture and assuming there is no partnership because nothing was signed.
• Skipping the county clerk certificate or the newspaper notice; the certificate is void without proof of publication.
• Assuming a general partnership limits personal liability; only a filed LLP does, for the obligations Section 306(c) covers.
• Letting LLP status lapse at the one-year mark.
• Using an LLP name without a required ending.

When to talk to an attorney

• Drafting or fixing a partnership agreement, including limits on what it can waive.
• Deciding whether a profession permits or regulates LLP use.
• A partner leaving, an expulsion, a buyout or a court-ordered dissolution.
• Creditor claims that reach partners' personal assets.
• Transferring real property held in the partnership name.

A CPA cannot answer these questions. A CPA can help with the payroll, tax and accounting side of a partnership and works alongside the owner's attorney. Compare structures in the Limited Liability Company Act and Business Corporation Act guides.

Frequently asked questions