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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. The Limited Worker Cooperative Association Act | ||||||||||||||||||||||||||||||||||||||||||||||
5 | is amended by changing Sections 25, 35, and 60 and by adding | ||||||||||||||||||||||||||||||||||||||||||||||
6 | Sections 12, 16, 21, 22, 36, 37, 61, 62, and 63 as follows: | ||||||||||||||||||||||||||||||||||||||||||||||
7 | (805 ILCS 317/12 new) | ||||||||||||||||||||||||||||||||||||||||||||||
8 | Sec. 12. Powers of Secretary of State and rulemaking. | ||||||||||||||||||||||||||||||||||||||||||||||
9 | (a) The Secretary of State shall have the power and | ||||||||||||||||||||||||||||||||||||||||||||||
10 | authority reasonably necessary to administer this Act | ||||||||||||||||||||||||||||||||||||||||||||||
11 | efficiently and to perform the duties imposed in this Act. The | ||||||||||||||||||||||||||||||||||||||||||||||
12 | Secretary of State's function under this Act is to be a central | ||||||||||||||||||||||||||||||||||||||||||||||
13 | depository for the articles of organization and applications | ||||||||||||||||||||||||||||||||||||||||||||||
14 | for admission required by this Act and to record the assumed | ||||||||||||||||||||||||||||||||||||||||||||||
15 | names used by limited worker cooperative associations. | ||||||||||||||||||||||||||||||||||||||||||||||
16 | (b) The Secretary of State shall have the power and | ||||||||||||||||||||||||||||||||||||||||||||||
17 | authority to adopt rules, in accordance with the Illinois | ||||||||||||||||||||||||||||||||||||||||||||||
18 | Administrative Procedure Act, necessary to administer this Act | ||||||||||||||||||||||||||||||||||||||||||||||
19 | efficiently and to perform the duties imposed in this Act. | ||||||||||||||||||||||||||||||||||||||||||||||
20 | (805 ILCS 317/16 new) | ||||||||||||||||||||||||||||||||||||||||||||||
21 | Sec. 16. Application of the Limited Liability Company Act. | ||||||||||||||||||||||||||||||||||||||||||||||
22 | The Limited Liability Company Act applies to limited worker |
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1 | cooperative associations, and they shall enjoy the powers and | ||||||
2 | privileges and be subject to the duties, restrictions, and | ||||||
3 | liabilities of limited liability companies, except where | ||||||
4 | inconsistent with the letter and purpose of this Act. This Act | ||||||
5 | shall take precedence in the event of any conflict with the | ||||||
6 | provisions of the Limited Liability Company Act or other laws. | ||||||
7 | (805 ILCS 317/21 new) | ||||||
8 | Sec. 21. Limited worker cooperative association; name. | ||||||
9 | (a) The name of each limited worker cooperative | ||||||
10 | association organized, existing, or subject to the provisions | ||||||
11 | of this Act: | ||||||
12 | (1) shall contain the terms "Limited Worker | ||||||
13 | Cooperative Association", "LWCA", or "L.W.C.A.". | ||||||
14 | (2) may not contain a word or phrase, or an | ||||||
15 | abbreviation or derivation thereof, the use of which is | ||||||
16 | prohibited or restricted by any other statute of this | ||||||
17 | State unless the restriction has been complied with; | ||||||
18 | (3) shall consist of letters of the English alphabet, | ||||||
19 | Arabic or Roman numerals, or symbols capable of being | ||||||
20 | readily reproduced by the Office of the Secretary of | ||||||
21 | State; | ||||||
22 | (4) shall not contain any of the following terms: | ||||||
23 | "Corporation", "Corp.", "Incorporated", "Inc.", "Ltd.", | ||||||
24 | "Co.", "LLC", "Limited Partnership", or "L.P."; | ||||||
25 | (5) shall be the name under which the limited worker |
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1 | cooperative association transacts business in this State | ||||||
2 | unless the limited worker cooperative association also | ||||||
3 | elects to adopt an assumed name or names as provided in | ||||||
4 | this Act; however, the limited worker cooperative | ||||||
5 | association may use any divisional designation or trade | ||||||
6 | name without complying with the requirements of this Act | ||||||
7 | if the limited worker cooperative association also clearly | ||||||
8 | discloses its name; | ||||||
9 | (6) shall not contain any word or phrase that | ||||||
10 | indicates or implies that the limited worker cooperative | ||||||
11 | association is authorized or empowered to be in the | ||||||
12 | business of a corporate fiduciary unless otherwise | ||||||
13 | permitted by the Secretary of Financial and Professional | ||||||
14 | Regulation under Section 1-9 of the Corporate Fiduciary | ||||||
15 | Act. The word "trust", "trustee", or "fiduciary" may be | ||||||
16 | used by a limited worker cooperative association only if | ||||||
17 | it has first complied with Section 1-9 of the Corporate | ||||||
18 | Fiduciary Act; and | ||||||
19 | (7) shall contain the word "trust", if it is a limited | ||||||
20 | worker cooperative association organized for the purpose | ||||||
21 | of accepting and executing trusts. | ||||||
22 | (b) Nothing in this Act shall abrogate or limit the common | ||||||
23 | law or statutory law of unfair competition or unfair trade | ||||||
24 | practices, nor derogate from the common law or principles of | ||||||
25 | equity or the statutes of this State or of the United States of | ||||||
26 | America with respect to the right to acquire and protect |
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1 | copyrights, trade names, trademarks, service marks, service | ||||||
2 | names, or any other right to the exclusive use of names or | ||||||
3 | symbols. | ||||||
4 | (c) The name shall be distinguishable upon the records in | ||||||
5 | the Office of the Secretary of State from the name of all of | ||||||
6 | the following: | ||||||
7 | (1) Any limited worker cooperative that has articles | ||||||
8 | of organization filed with the Secretary of State. | ||||||
9 | (2) Any limited liability company that has articles
of | ||||||
10 | organization filed with the Secretary of State under | ||||||
11 | Section 5-5 of the Limited Liability Company Act. | ||||||
12 | (3) Any foreign limited liability company admitted to
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13 | transact business in this State. | ||||||
14 | (4) Any name for which an exclusive right has been
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15 | reserved in the Office of the Secretary of State under | ||||||
16 | Section 1-15 of the Limited Liability Company Act. | ||||||
17 | (5) Any assumed name that is registered with the
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18 | Secretary of State under Section 1-20 of the Limited | ||||||
19 | Liability Company Act. | ||||||
20 | (6) Any corporate name or assumed corporate name of a
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21 | domestic or foreign corporation subject to the provisions | ||||||
22 | of Section 4.05 of the Business Corporation Act of 1983 or | ||||||
23 | Section 104.05 of the General Not For Profit Corporation | ||||||
24 | Act of 1986. | ||||||
25 | (d) Subsection (c) of this Section shall not apply if the | ||||||
26 | organizer files with the Secretary of State a certified copy |
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1 | of a final judgment of a court establishing the prior right of | ||||||
2 | the applicant to the use of that name in this State. | ||||||
3 | (e) The Secretary of State shall determine whether a name | ||||||
4 | is distinguishable from another name for the purposes of this | ||||||
5 | Act. Without excluding other names that may not constitute | ||||||
6 | distinguishable names in this State, a name is not considered | ||||||
7 | distinguishable, for purposes of this Act, solely because it | ||||||
8 | contains one or more of the following: | ||||||
9 | (1) The word "limited", "worker", "cooperative", or | ||||||
10 | "association" or an abbreviation of one of those words. | ||||||
11 | (2) Articles, conjunctions, contractions, | ||||||
12 | abbreviations, or different tenses or number of the same | ||||||
13 | word. | ||||||
14 | (805 ILCS 317/22 new) | ||||||
15 | Sec. 22. Forms, execution, acknowledgment, and filing. | ||||||
16 | (a) All reports required by this Act to be filed in the | ||||||
17 | Office of the Secretary of State shall be made on forms | ||||||
18 | prescribed and furnished by the Secretary of State. Forms for | ||||||
19 | all other documents to be filed in the Office of the Secretary | ||||||
20 | of State shall be furnished by the Secretary of State upon | ||||||
21 | request. | ||||||
22 | (b) Whenever any provision of this Act specifically | ||||||
23 | requires any document to be executed by the limited worker | ||||||
24 | cooperative association in accordance with this Section, | ||||||
25 | unless otherwise specifically stated in this Act and subject |
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1 | to any additional provisions of this Act, the document shall | ||||||
2 | be signed as follows: | ||||||
3 | (1) The initial articles of organization shall be | ||||||
4 | signed by the organizer or organizers. | ||||||
5 | (2) A document filed on behalf of a dissolved limited | ||||||
6 | worker cooperative association that has no members must be | ||||||
7 | signed by the person winding up the association's | ||||||
8 | activities under Section 35-4 of the Limited Liability | ||||||
9 | Company Act. | ||||||
10 | (3) Any other document must be signed by a person | ||||||
11 | authorized by the limited worker cooperative association | ||||||
12 | to sign it. | ||||||
13 | (c) The name of a person signing the document and the | ||||||
14 | capacity in which the person signs shall be stated beneath or | ||||||
15 | opposite the person's signature. | ||||||
16 | (d) The execution of any document required by this Act by a | ||||||
17 | person constitutes an affirmation under the penalties of | ||||||
18 | perjury that the facts stated therein are true and that the | ||||||
19 | person has authority to execute the document. | ||||||
20 | (e) When filed in the Office of the Secretary of State, an | ||||||
21 | authorization, including a power of attorney, to sign a record | ||||||
22 | must be in writing, then sworn to, verified, or acknowledged. | ||||||
23 | (805 ILCS 317/25)
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24 | Sec. 25. Articles of organization. (a) The articles of | ||||||
25 | organization of a limited worker cooperative association shall |
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1 | state: | ||||||
2 | (1) the domestic entity name of the limited worker | ||||||
3 | cooperative association; | ||||||
4 | (2) the purposes for which the limited worker | ||||||
5 | cooperative association is formed, which may be for any | ||||||
6 | lawful purpose; | ||||||
7 | (3) the registered agent name and registered agent | ||||||
8 | address of the association's initial registered agent; | ||||||
9 | (4) the street address and, if different, mailing | ||||||
10 | address of the association's initial principal office; | ||||||
11 | (5) the true name and street address and, if | ||||||
12 | different, mailing address of each organizer; and | ||||||
13 | (6) any other provision, not inconsistent with law, | ||||||
14 | that the worker-members, members, or organizers elect to | ||||||
15 | set out in the articles for the regulation of the internal | ||||||
16 | affairs of the worker cooperative, including any | ||||||
17 | provisions that, under this Act, are required or permitted | ||||||
18 | to be set out in the cooperative agreement; and bylaws of | ||||||
19 | the worker cooperative.
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20 | (7) a statement that the association is a worker | ||||||
21 | cooperative or a collective worker cooperative, if | ||||||
22 | applicable. | ||||||
23 | (b) A limited worker cooperative association is organized | ||||||
24 | at the time the articles of organization are filed by the | ||||||
25 | Secretary of State or at any later time, not more than 60 days | ||||||
26 | after the filing of the articles of organization, specified in |
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1 | the articles of organization. | ||||||
2 | (Source: P.A. 101-292, eff. 1-1-20; revised 9-4-20.) | ||||||
3 | (805 ILCS 317/35)
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4 | Sec. 35. Cooperative agreement Bylaws . | ||||||
5 | (a) A cooperative agreement Bylaws shall include: | ||||||
6 | (1) a statement of the capital structure of the | ||||||
7 | limited worker cooperative association; | ||||||
8 | (2) the classes or other types of members' interests | ||||||
9 | and the relative rights, preferences, privileges, and | ||||||
10 | restrictions granted to or imposed upon each class or | ||||||
11 | other type of member's interest, including: | ||||||
12 | (A) a statement concerning the manner in which | ||||||
13 | profits and losses are allocated and distributions are | ||||||
14 | made among members and, if community investors are | ||||||
15 | authorized, the manner in which profits and losses are | ||||||
16 | allocated and how distributions are made among | ||||||
17 | investor members and between members and community | ||||||
18 | investors; | ||||||
19 | (B) a statement designating voting and other | ||||||
20 | governance rights of each class or other type of | ||||||
21 | members' interests and, if relevant, community | ||||||
22 | investors, including which members have voting power | ||||||
23 | and any restriction on voting power; | ||||||
24 | (3) a statement of the method for admission of | ||||||
25 | members; |
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1 | (4) a statement that a member's interest is | ||||||
2 | transferable, if it is to be transferable, and a statement | ||||||
3 | of the conditions upon which it may be transferred; | ||||||
4 | (5) a statement concerning: | ||||||
5 | (A) whether persons that are not members but | ||||||
6 | conduct business with the association may be permitted | ||||||
7 | to share in allocations of profits and losses and | ||||||
8 | receive distributions; and | ||||||
9 | (B) the manner in which profits and losses are | ||||||
10 | allocated and distributions are made with respect to | ||||||
11 | those persons; and | ||||||
12 | (6) a statement of the number and terms of directors | ||||||
13 | or the method by which the number and terms are | ||||||
14 | determined; and | ||||||
15 | (7) a statement addressing members' contributions. | ||||||
16 | (b) A cooperative agreement Bylaws may contain any other | ||||||
17 | provision for managing and regulating the affairs of the | ||||||
18 | association.
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19 | (c) The cooperative agreement may not: | ||||||
20 | (1) unreasonably restrict a right to information or | ||||||
21 | access to records available under Section 1-40 or Section | ||||||
22 | 10-15 of the Limited Liability Company Act; | ||||||
23 | (2) vary the right to expel a member in an event | ||||||
24 | specified in subdivision (6) of Section 35-45 of the | ||||||
25 | Limited Liability Company Act; | ||||||
26 | (3) vary the requirement to wind up the limited worker |
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1 | cooperative association's business in a case specified in | ||||||
2 | subdivision (4), (5), or (6) of subsection (a) of Section | ||||||
3 | 35-1 of the Limited Liability Company Act; | ||||||
4 | (4) restrict rights of a person, other than a | ||||||
5 | director, member, and transferee of a member's | ||||||
6 | distributional interest, under this Act; | ||||||
7 | (5) restrict the power of a member to dissociate under | ||||||
8 | Section 35-50 of the Limited Liability Company Act, | ||||||
9 | although a cooperative agreement may determine whether a | ||||||
10 | dissociation is wrongful under Section 35-50 of the | ||||||
11 | Limited Liability Company Act; | ||||||
12 | (6) eliminate or reduce the obligation of good faith
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13 | and fair dealing under subsection (d) of Section 15-3 of | ||||||
14 | the Limited Liability Company Act, but the cooperative | ||||||
15 | agreement may determine the standards by which the | ||||||
16 | performance of the member's duties or the exercise of the | ||||||
17 | member's rights is to be measured; | ||||||
18 | (7) eliminate, vary, or restrict the priority of a
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19 | statement of authority over provisions in the articles of | ||||||
20 | organization as provided in subsection (h) of Section | ||||||
21 | 13-15 of the Limited Liability Company Act; | ||||||
22 | (8) vary the law applicable under Section 1-65 of the | ||||||
23 | Limited Liability Company Act; | ||||||
24 | (9) vary the power of the court under Section 5-50 of | ||||||
25 | the Limited Liability Company Act;
or | ||||||
26 | (10) restrict the right to approve a merger,
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1 | conversion, or domestication under Article 37 of the | ||||||
2 | Limited Liability Company Act or the Entity Omnibus Act of | ||||||
3 | a member that will have personal liability with respect to | ||||||
4 | a surviving, converted, or domesticated organization. | ||||||
5 | (d) The cooperative agreement may: | ||||||
6 | (1) restrict or eliminate a fiduciary duty, other
than | ||||||
7 | the duty of care described in subsection (c) of Section | ||||||
8 | 15-3 of the Limited Liability Company Act, but only to the | ||||||
9 | extent the restriction or elimination in the cooperative | ||||||
10 | agreement is clear and unambiguous; | ||||||
11 | (2) identify specific types or categories of
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12 | activities that do not violate any fiduciary duty; and | ||||||
13 | (3) alter the duty of care, except to authorize
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14 | intentional misconduct or knowing violation of law. | ||||||
15 | (e) The cooperative agreement may specify the method by | ||||||
16 | which a specific act or transaction that would otherwise | ||||||
17 | violate the duty of loyalty may be authorized or ratified by | ||||||
18 | one or more disinterested and independent persons after full | ||||||
19 | disclosure of all material facts. | ||||||
20 | (f) The cooperative agreement may alter or eliminate the | ||||||
21 | right to payment or reimbursement for a member or director | ||||||
22 | provided by Section 15-7 of the Limited Liability Company Act | ||||||
23 | and may eliminate or limit a member's or director's liability | ||||||
24 | to the limited worker cooperative association and members for | ||||||
25 | money damages, except for: | ||||||
26 | (1) subject to subsections (d) and (e) of this
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1 | Section, breach of the duties as required in subdivisions | ||||||
2 | (1), (2), and (3) of subsection (b) of Section 15-3 of the | ||||||
3 | Limited Liability Company Act; | ||||||
4 | (2) a financial benefit received by the member or
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5 | director to which the member or director is not entitled; | ||||||
6 | (3) a breach of a duty under Section 25-35 of the | ||||||
7 | Limited Liability Company Act; | ||||||
8 | (4) intentional infliction of harm on the association | ||||||
9 | or
a member; or | ||||||
10 | (5) an intentional violation of criminal law. | ||||||
11 | (g) A limited worker cooperative association is bound by | ||||||
12 | and may enforce the cooperative agreement, whether or not the | ||||||
13 | association has itself manifested assent to the cooperative | ||||||
14 | agreement. | ||||||
15 | (h) A person that becomes a member of a limited worker | ||||||
16 | cooperative association is deemed to assent to the cooperative | ||||||
17 | agreement. | ||||||
18 | (i) A cooperative agreement may be entered into before, | ||||||
19 | after, or at the time of filing of articles of organization | ||||||
20 | and, whether entered into before, after, or at the time of the | ||||||
21 | filing, may be made effective as of the time of formation of | ||||||
22 | the limited worker cooperative association or as of the time | ||||||
23 | or date provided in the cooperative agreement. | ||||||
24 | (Source: P.A. 101-292, eff. 1-1-20 .) | ||||||
25 | (805 ILCS 317/36 new) |
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1 | Sec. 36. Annual reports. | ||||||
2 | (a) A limited worker cooperative association organized | ||||||
3 | under the laws of this State shall file, within the time | ||||||
4 | prescribed by this Act, an annual report setting forth all of | ||||||
5 | the following: | ||||||
6 | (1) The name of the limited worker cooperative | ||||||
7 | association. | ||||||
8 | (2) The address, including street and number or rural
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9 | route number, of its registered office in this State and | ||||||
10 | the name of its registered agent at that address. | ||||||
11 | (3) The address, including street and number or rural
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12 | route number of its principal place of business. | ||||||
13 | (4) The name and business address of all of the
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14 | directors and any member having the authority of a | ||||||
15 | director. | ||||||
16 | (5) Additional information that may be necessary or
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17 | appropriate in order to enable the Secretary of State to | ||||||
18 | administer this Act and to verify the proper amount of | ||||||
19 | fees payable by the limited worker cooperative | ||||||
20 | association. | ||||||
21 | The annual report shall be made on forms
prescribed and | ||||||
22 | furnished by the Secretary of State, and the information | ||||||
23 | therein required by paragraphs (1) through (4) of this | ||||||
24 | subsection (a), both inclusive, shall be given as of the date | ||||||
25 | of execution of the annual report. The annual report shall be | ||||||
26 | executed by a director or, if none, a member designated by the |
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1 | members pursuant to limited worker cooperative association | ||||||
2 | action properly taken under Section 15-1 of the Limited | ||||||
3 | Liability Company Act. | ||||||
4 | (b) The annual report, together with all fees and charges | ||||||
5 | prescribed by this Act, shall be delivered to the Secretary of | ||||||
6 | State within 60 days immediately preceding the first day of | ||||||
7 | the anniversary month. Proof to the satisfaction of the | ||||||
8 | Secretary of State that, before the first day of the | ||||||
9 | anniversary month of the limited worker cooperative | ||||||
10 | association, the report, together with all fees and charges as | ||||||
11 | prescribed by this Act, was deposited in the United States | ||||||
12 | mail in a sealed envelope, properly addressed, with postage | ||||||
13 | prepaid, shall be deemed a compliance with this requirement. | ||||||
14 | If the Secretary of State finds that the report conforms to the | ||||||
15 | requirements of this Act, he or she shall file it. If the | ||||||
16 | Secretary of State finds that it does not so conform, he or she | ||||||
17 | shall promptly return it to the limited worker cooperative | ||||||
18 | association for any necessary corrections, in which event the | ||||||
19 | penalties prescribed for failure to file the report within the | ||||||
20 | time provided shall not apply if the report is corrected to | ||||||
21 | conform to the requirements of this Act and returned to the | ||||||
22 | Secretary of State within 60 days of the original due date of | ||||||
23 | the report. | ||||||
24 | (805 ILCS 317/37 new) | ||||||
25 | Sec. 37. Fees. |
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1 | (a) The Secretary of State shall charge and collect in | ||||||
2 | accordance with the provisions of this Act and rules adopted | ||||||
3 | under its authority all of the following: | ||||||
4 | (1) Fees for filing documents. | ||||||
5 | (2) Miscellaneous charges. | ||||||
6 | (3) Fees for the sale of lists of filings and for
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7 | copies of any documents. | ||||||
8 | (b) The Secretary of State shall charge and collect for | ||||||
9 | all of the following: | ||||||
10 | (1) Filing articles of organization, $150. | ||||||
11 | (2) Filing amendments, $50. | ||||||
12 | (3) Filing a statement of termination, $5. | ||||||
13 | (4) Filing an application for use of an assumed name, | ||||||
14 | the amount under the fee schedule in Section 50-10 of the | ||||||
15 | Limited Liability Company Act. | ||||||
16 | (5) Filing an application for change of assumed name, | ||||||
17 | $25. | ||||||
18 | (6) Filing an application for cancellation of an | ||||||
19 | assumed name, $5. | ||||||
20 | (7) Filing an annual report of a limited worker | ||||||
21 | cooperative association, $75,
if filed as required by this | ||||||
22 | Act, plus a penalty if delinquent. | ||||||
23 | (8) Filing an application for reinstatement of a
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24 | limited worker cooperative association, $200. | ||||||
25 | (9) Filing articles of merger, $100 plus $50 for each | ||||||
26 | party to the merger in excess of the first 2 parties. |
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1 | (10) Filing a statement of change of address of
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2 | registered office or change of registered agent, or both, | ||||||
3 | $25. | ||||||
4 | (11) Filing, amending, or cancelling a statement of | ||||||
5 | authority, $50. | ||||||
6 | (12) Filing, amending, or cancelling a statement of | ||||||
7 | denial, $10. | ||||||
8 | (c) The Secretary of State shall charge and collect
for | ||||||
9 | furnishing a copy or certified copy of any
document, | ||||||
10 | instrument, or paper relating to a limited worker cooperative | ||||||
11 | association, $25. | ||||||
12 | (805 ILCS 317/60)
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13 | Sec. 60. Dissolution and termination . A limited worker | ||||||
14 | cooperative association may be dissolved only by either (1) a | ||||||
15 | two-thirds vote of the assembly, or (2) a majority vote of the | ||||||
16 | assembly as of a supermajority threshold stated in the | ||||||
17 | cooperative agreement, or (3) administratively bylaws that is | ||||||
18 | more than two-thirds . The vote shall be in accordance with | ||||||
19 | Section 55, and upon dissolution of its business and | ||||||
20 | activities must be wound up and terminated in the manner | ||||||
21 | provided under the Limited Liability Company Act for a limited | ||||||
22 | liability company.
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23 | (Source: P.A. 101-292, eff. 1-1-20 .) | ||||||
24 | (805 ILCS 317/61 new) |
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1 | Sec. 61. Grounds for administrative dissolution. The | ||||||
2 | Secretary of State may dissolve any limited worker cooperative | ||||||
3 | association administratively if: | ||||||
4 | (1) it has failed to file its annual report and pay
its | ||||||
5 | fee as required by this Act before the first day of the | ||||||
6 | anniversary month or has failed to pay any required fees, | ||||||
7 | penalties, or charges; | ||||||
8 | (2) it has failed to file in the Office of the
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9 | Secretary of State any report after the expiration of the | ||||||
10 | period prescribed for filing the report; | ||||||
11 | (3) it has misrepresented any material matter in
any | ||||||
12 | application, report, affidavit, or other document | ||||||
13 | submitted by the limited worker cooperative association; | ||||||
14 | (4) it has failed to appoint and maintain a
registered | ||||||
15 | agent in Illinois; | ||||||
16 | (5) a director or member to whom interrogatories have
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17 | been propounded by the Secretary of State as provided in | ||||||
18 | Section 5-60 of the Limited Liability Company Act fails to | ||||||
19 | answer the interrogatories fully and to timely file the | ||||||
20 | answer in the Office of the Secretary of State; or | ||||||
21 | (6) it has tendered payment to the Secretary of State
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22 | which is returned due to insufficient funds, a closed | ||||||
23 | account, or for any other reason, and acceptable payment | ||||||
24 | has not been subsequently tendered. | ||||||
25 | (805 ILCS 317/62 new) |
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1 | Sec. 62. Procedure for administrative dissolution. | ||||||
2 | (a) After the Secretary of State determines that one or | ||||||
3 | more grounds, as set forth in Section 35-25 of the Limited | ||||||
4 | Liability Company Act, exist for the administrative | ||||||
5 | dissolution of a limited worker cooperative association, the | ||||||
6 | Secretary of State shall send a notice of delinquency by | ||||||
7 | regular mail to the delinquent limited worker cooperative | ||||||
8 | association at its registered office or, if the limited worker | ||||||
9 | cooperative association has failed to maintain a registered | ||||||
10 | office, then to the last known address shown on the records of | ||||||
11 | the Secretary of State for the principal place of business of | ||||||
12 | the limited worker cooperative association. | ||||||
13 | (b) If the limited worker cooperative association does not | ||||||
14 | correct the default described in paragraph (1) or (2) of | ||||||
15 | Section 35-25 of the Limited Liability Company Act within 120 | ||||||
16 | days following the date of the notice of delinquency, the | ||||||
17 | Secretary of State shall thereupon dissolve the limited worker | ||||||
18 | cooperative association by issuing a certificate of | ||||||
19 | dissolution that recites the grounds for dissolution and its | ||||||
20 | effective date. If the limited worker cooperative association | ||||||
21 | does not correct the default described in paragraph (2.5), | ||||||
22 | (3), (4), or (5) of Section 35-25 of the Limited Liability | ||||||
23 | Company Act within 60 days following the notice, the Secretary | ||||||
24 | of State shall dissolve the limited worker cooperative | ||||||
25 | association by issuing a certificate of dissolution that | ||||||
26 | recites the grounds for dissolution and its effective date. |
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1 | The Secretary of State shall file the original of the | ||||||
2 | certificate in his or her office and mail one copy to the | ||||||
3 | limited worker cooperative association at its registered | ||||||
4 | office or, if the limited worker cooperative association has | ||||||
5 | failed to maintain a registered office, then to the last known | ||||||
6 | address shown on the records of the Secretary of State for the | ||||||
7 | principal place of business of the limited worker cooperative | ||||||
8 | association. | ||||||
9 | (c) Upon the administrative dissolution of a limited | ||||||
10 | worker cooperative association, a dissolved limited worker | ||||||
11 | cooperative association shall continue for only the purpose of | ||||||
12 | winding up its business. A dissolved limited worker | ||||||
13 | cooperative association may take all action authorized under | ||||||
14 | Section 1-30 of the Limited Liability Company Act or otherwise | ||||||
15 | necessary or appropriate to wind up its business and affairs | ||||||
16 | and terminate. | ||||||
17 | (805 ILCS 317/63 new) | ||||||
18 | Sec. 63. Reinstatement following dissolution or | ||||||
19 | termination. | ||||||
20 | (a) A limited worker cooperative association dissolved or | ||||||
21 | terminated under Section 60 may be reinstated by the Secretary | ||||||
22 | of State following the date of issuance of the notice of | ||||||
23 | dissolution or statement of termination upon: | ||||||
24 | (1) The filing of an application for reinstatement. | ||||||
25 | (2) The filing with the Secretary of State by the
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1 | limited worker cooperative association of all reports then | ||||||
2 | due and theretofore becoming due. | ||||||
3 | (3) The payment to the Secretary of State by the
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4 | limited worker cooperative association of all fees and | ||||||
5 | penalties then due and theretofore becoming due. | ||||||
6 | (b) The application for reinstatement shall be executed | ||||||
7 | and filed in duplicate in accordance with Section 25 of this | ||||||
8 | Act and shall set forth all of the following: | ||||||
9 | (1) The name of the limited worker cooperative | ||||||
10 | association at the
time of the issuance of the notice of | ||||||
11 | dissolution or statement of termination. | ||||||
12 | (2) If the name is not available for use as
determined | ||||||
13 | by the Secretary of State at the time of filing the | ||||||
14 | application for reinstatement, the name of the limited | ||||||
15 | worker cooperative association as changed, provided that | ||||||
16 | any change of name is properly effected under Section 1-10 | ||||||
17 | and Section 5-25 of the Limited Liability Company Act. | ||||||
18 | (3) The date of issuance of the notice of
dissolution | ||||||
19 | or statement of termination. | ||||||
20 | (4) The address, including street and number or rural
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21 | route number of the registered office of the limited | ||||||
22 | worker cooperative association upon reinstatement thereof | ||||||
23 | and the name of its registered agent at that address upon | ||||||
24 | the reinstatement of the limited worker cooperative | ||||||
25 | association, provided that any change from either the | ||||||
26 | registered office or the registered agent at the time of |
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1 | dissolution is properly reported under Section 1-35 of the | ||||||
2 | Limited Liability Company Act. | ||||||
3 | (c) When a dissolved or terminated limited worker | ||||||
4 | cooperative association has complied with the provisions of | ||||||
5 | the Section, the Secretary of State shall file the application | ||||||
6 | for reinstatement. | ||||||
7 | (d) Upon the filing of the application for reinstatement, | ||||||
8 | the limited worker cooperative association existence shall be | ||||||
9 | deemed to have continued without interruption from the date of | ||||||
10 | the issuance of the notice of dissolution or statement of | ||||||
11 | termination. The limited worker cooperative association shall | ||||||
12 | stand revived with the powers, duties, and obligations as if | ||||||
13 | it had not been dissolved or terminated. All acts and | ||||||
14 | proceedings of its members, directors, officers, employees, | ||||||
15 | and agents, acting or purporting to act in that capacity, and | ||||||
16 | which would have been legal and valid but for the dissolution | ||||||
17 | or termination, shall stand ratified and confirmed. | ||||||
18 | (e) Without limiting the generality of subsection (d), | ||||||
19 | upon the filing of the application for reinstatement, no | ||||||
20 | member, director, or officer shall be personally liable for | ||||||
21 | the debts and liabilities of the limited worker cooperative | ||||||
22 | association incurred during the period of dissolution or | ||||||
23 | termination by reason of the fact that the limited worker | ||||||
24 | cooperative association was dissolved or terminated at the | ||||||
25 | time the debts or liabilities were incurred.
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