Ending a Partnership in Illinois

By Holly Cameron

A partnership is a legally recognized business entity having at least two separate partners. Most partners sign a written partnership agreement to formalize their rights and obligations. Chapter 805 of the 2010 Illinois Code contains the Uniform Partnership Act of 1997 and sets out the relevant laws for forming, operating and ending a partnership. The repercussions of ending a partnership vary according to the size of the business, the financial position of the business and whether or not the partners can reach an amicable settlement.

Events Causing Dissolution

According to Section 901 of the Uniform Partnership Act, a partnership is dissolved if all the partners agree on its dissolution, or if an event occurs that makes it illegal to continue the business, for example, the outbreak of war. If the partnership was formed for a specific term or for the purpose of completing a particular purpose, it will dissolve upon either the completion of that term or the fulfillment of the purpose. Partners can petition the court for judicial dissolution if they are unable to reach agreement on essential issues and as a result cannot carry on the partnership business.

Statement of Dissolution

Once the partners agree on dissolution, a partner may file a statement of dissolution with the Illinois Secretary of State confirming that the partnership is winding up its business. This statement serves as notice to any former clients or business associates of the partnership. According to Section 805 of the Uniform Partnership Act, anyone who formerly dealt with the partnership is deemed to have notice of the dissolution after 90 days from the date of filing of the statement of dissolution.

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Settling Debts

When a partnership winds up, it must initially use its assets to pay any and all debts due to its creditors. If the assets are insufficient to settle all debts, each former partner is personally liable to the creditors. If any assets remain after payment of all debts, the former partners are entitled to a share of any remaining assets in accordance with their rights under the partnership agreement.


Partnerships in Illinois must file File IL-1065 – Illinois Partnership Tax Return – on an annual basis while they are still operating. If a partnership ends, it must make contact with the Illinois Department of Revenue to discuss its tax liability. It should also file a final tax form, specifying that it is a final return by checking the appropriate box.

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California General Partnership Law


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How do I Change an Existing Partnership to an LLC?

The laws of every state permit the creation of various types of business organizations. One type of business organization, the limited liability company (LLC), combines the limited liability benefits of a corporation with the pass-through federal taxation and relaxed filing requirements of a partnership. Converting an existing partnership to an LLC requires filing a document, called the articles of organization, with the state agency responsible for registering business organizations. Some states require a certificate of formation rather than the articles of organization, but the information needed and the filing process is essentially the same.

Michigan Business Partnership Laws

Michigan has adopted the Uniform Partnership Act and Revised Uniform Limited Partnership Act, located in Chapter 449 of Michigan Codified Law along with several other partnership act provisions. This Act addresses a wide range of partnership issues, such as the types of partnerships available in Michigan, establishment of a partnership, winding up a partnership, and the rights of partners. Attorneys, online document preparation websites, and Michigan’s Bureau of Commercial Services offer assistance for persons wanting to establish partnerships under Michigan law.

How to Disband a Partnership

A partnership is the default form for businesses that are formed by two or more persons for profit. A partnership may be created by an oral or written agreement. Although a partnership may be straightforward to create, and may even be created inadvertently, disbanding a partnership may take some planning. A partner can always dissolve a partnership unilaterally, but doing so may have financial consequences. Once a partner expresses the intent to dissolve a partnership, the other partners may have to wind up the finances or, in some states, buy out the dissociating partner.

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