These Illinois partnership act rules are the working half of our partnership law overview.
What the law requires: Illinois partnership act rules
| Topic (section) | What the rule says |
|---|---|
| Default terms (401) | Profits split equally, losses follow profits, no pay for services except winding up. New partners need everyone's consent. |
| Authority (301) | A partner binds the partnership in ordinary business, unless the other side knew or was told the partner lacked authority. |
| Duties (404, 103) | Loyalty and care apply. Agreements cannot remove fiduciary duties or good faith. |
| Liability (306, 307) | General partners are generally jointly and severally liable. A later partner is not liable for earlier debts. |
| LLP (1001, 1002) | A statement signed by at least two partners, a vote to amend the agreement, an LLP name ending. |
| Trade name (805 ILCS 405/1) | County certificate, then notice each week for three weeks (first within 15 days). Proof within 50 days, or the certificate is void. |
Key numbers and dates
| Item | Figure or date | Year; section |
|---|---|---|
| LLP statement of qualification | $100 per partner, minimum $200, maximum $5,000 | 2026; 108(b)(8) |
| LLP renewal statement | Same formula in the statute | 2026; 108(b)(10) |
| LLP status term | One year; renew during the 60 days before expiry; fix a returned statement within 30 days. | 2026; 1001(e), 1003(b) |
| LLP reinstatement | $200 plus all fees then due | 2026; 1004 |
| County assumed-name index fee | $5.00 in the statute; counties set their own, and Cook County's clerk lists $50. | 805 ILCS 405/3; October 2026 |
| Illinois partnership taxes | 1.5% replacement tax on net income; optional 4.95% pass-through entity tax, with a partner credit | 2026 |
Source: 805 ILCS 206/108(b)(8)
Recent changes, pending bills
- The statute text read on October 29, 2026 shows no amendment after Public Act 101-494 (January 1, 2020).
The named checklist: the Weathervane Partner Count
- Count. List everyone sharing profit and control; test payments against the exceptions.
- Choose and write. Weigh a partnership, LLP or company with your attorney, then sign a written agreement.
- Name. For a brand name, file with the county clerk and run the notice.
- Shield. For an LLP, file the statement and diary the renewal.
- Tax. Plan Form 1065, K-1s and IL-1065, including any foreign partner (foreign-owned LLC guide).
- Records. Keep books at the chief executive office (record retention).
Common mistakes
- Assuming no paper means no partnership.
- Skipping proof of publication, which voids the certificate.
- Assuming a general partnership limits personal liability.
- Letting LLP status lapse when the year ends.
When to bring in an attorney
- Writing or repairing a partnership agreement.
- Checking whether a profession permits LLP use.
- A partner's exit, buyout or dissolution dispute, or creditor claims.
How we can help
Our Aurora CPA firm handles the U.S. tax, payroll and accounting side, alongside your attorney, Canadian CPA or Indian CA. See business formation and registrations and business tax returns and planning.
Frequently asked questions
Do I register a general partnership with the Secretary of State?
No. The Secretary of State files LLP and limited partnership statements, not general partnerships; brand names go to the county clerk.
How much does an Illinois LLP filing cost?
$100 per partner, minimum $200, maximum $5,000 (2026).
Does an LLP shield partners from every liability?
No. The statute covers debts incurred while the partnership is an LLP, and a partner is not liable solely for being a partner. Your own conduct is separate.
Can a partner abroad be paid a salary?
Partners are not employees and should not receive Form W-2. A share flows through on Schedule K-1; see our Illinois tax guide.
Official sources
- Illinois General Assembly: Uniform Partnership Act (1997), 805 ILCS 206
- Illinois Secretary of State: LLP forms and fees
- Illinois General Assembly: Assumed Business Name Act, 805 ILCS 405
- Cook County Clerk: Assumed business name registration
- Illinois Department of Revenue: Partnerships
This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.