Partners can often change the Act's default rules by agreement. This page covers the main duties, 2026 fees and dates, recent changes and the cost of a missed step. Start with the overview and use the checklist and FAQs. See also our Form 1065 guide, the LLC Act guide and the Illinois page. Citations are to 805 ILCS 206 unless another act is named.
What the law requires
| Requirement | In plain words | Section |
|---|---|---|
| Assumed-name certificate | A general partnership using a name other than the partners' real names files with the clerk of the county where it operates, then publishes a newspaper notice; Section 4 also protects names that include the partners' true names, so ask the clerk | 805 ILCS 405/1, 4 |
| Sharing | Equal profits, losses in proportion to profits and no pay for services except winding up, unless the agreement says otherwise | 401(b), 401(h) |
| Decisions | Ordinary-course disputes go by majority; other acts, amendments and new partners need every partner | 401(i), 401(j) |
| Authority | A partner can bind the partnership in the ordinary course, unless the partner lacked authority and the other side knew or was told so | 301(1) |
| Duties and records | Loyalty and care, which the agreement may not eliminate or reduce; books kept at the chief executive office | 404, 103(b), 403 |
| LLP status | A vote to amend the agreement, a statement signed by at least two partners, and a name ending such as LLP | 1001, 1002 |
Key numbers and dates
| Item | Amount or date | Year in force | Source |
|---|---|---|---|
| LLP statement of qualification | $100 per partner, $200 minimum, $5,000 maximum | 2026 | 108(b)(8) |
| LLP renewal fee | Same per-partner formula (see warning) | 2026 | 108(b)(10) |
| LLP status term | One year; renew in the 60 days before expiry | 2026 | 1001(e), 1003(b) |
| Assumed-name filing, cancellation | Statute: $5.00 and $1.50, plus publication costs; counties set their own fees (the Cook County Clerk lists $50) | Current statute; county page read October 2026 | 805 ILCS 405/3, 3a; Cook County Clerk |
| Illinois replacement tax, optional PTE tax | 1.5% and 4.95% | 2026 | 35 ILCS 5/201 |
Source: 805 ILCS 206/108(b)(8)
Recent and pending changes
As of October 27, 2026, the current text on ilga.gov shows nothing newer than P.A. 101-494 (effective January 1, 2020) and P.A. 101-578 (effective August 26, 2019). Limited partnerships fall under a different law, 805 ILCS 215, which this page does not cover.
Penalties and enforcement
No state agency enforces the Act against a general partnership. Problems usually start as a dispute between partners or a creditor's claim, and can end in court.
| Tier | What happens | Source |
|---|---|---|
| Name certificate not filed, or the Act not followed | A Class C misdemeanor; each day of business in violation is a separate offense | 805 ILCS 405/5 |
| Proof of publication late | Proof is due within 50 days, and without it the certificate is void; notice runs weekly for three weeks, first within 15 days of filing | 805 ILCS 405/1 |
| LLP renewal missed | Status expires without a timely renewal; reinstatement takes a $200 application fee plus all fees then due (2026) | 1001(e), 1004, 108(b)(15) |
| No LLP | Each partner is jointly and severally liable for partnership obligations; a partner admitted later is not liable for earlier ones | 306(a), 306(b) |
| Judgment against the partnership | Not by itself a judgment against a partner; creditors first exhaust partnership assets unless an exception applies | 307(c), 307(d) |
| Holding out as a partner | Liable to people who relied on the claim | 308 |
Official sources
- Illinois General Assembly: Uniform Partnership Act (1997), 805 ILCS 206
- Illinois General Assembly: Assumed Business Name Act, 805 ILCS 405
- Illinois Secretary of State: Limited liability partnership fees
- Illinois Department of Revenue: Partnerships
- Cook County Clerk: Assumed business name registration
This page is a plain-language summary. The official source controls if there is any difference.