102ND GENERAL ASSEMBLY
State of Illinois
2021 and 2022
HB4500

 

Introduced 1/21/2022, by Rep. Justin Slaughter

 

SYNOPSIS AS INTRODUCED:
 
See Index

    Amends the General Not For Profit Corporation Act. Creates provisions concerning reports of interim changes of domestic or foreign corporations. Makes changes in provisions concerning fees for filing documents. Amends the Limited Liability Company Act. Makes changes in provisions concerning registered offices and registered agents. Amends the Uniform Partnership Act (1997). Creates provisions concerning interrogatories to be propounded by the Secretary of State; information disclosed by interrogatories; and assumed names. Makes changes in provisions concerning fees and names. Amends the Uniform Limited Partnership Act (2001). Creates provisions concerning interrogatories to be propounded by the Secretary of State; information disclosed by interrogatories; and reinstatement of limited partnership status. Makes changes in provisions concerning applications to existing relationships. Amends the Limited Worker Cooperative Association Act. Makes changes in provisions concerning cooperative agreements; annual reports; grounds for administrative dissolution; and reinstatement following dissolution or termination. Amends the Entity Omnibus Act. Makes changes in provisions concerning the application of other Acts. Amends the Uniform Commercial Code. Makes changes in provisions concerning fees.


LRB102 25100 SPS 34360 b

 

 

A BILL FOR

 

HB4500LRB102 25100 SPS 34360 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Section 115.10 and by adding
6Section 114.13 as follows:
 
7    (805 ILCS 105/114.13 new)
8    Sec. 114.13. Report of interim changes of domestic or
9foreign corporations. Any corporation, domestic or foreign,
10may report interim changes in the name, address, or both of its
11officers and directors, its principal office, or status as a
12condominium association, homeowners association, or
13cooperative housing corporation by filing a report under this
14Section containing the following information:
15        (1) The name of the corporation.
16        (2) The address, including street and number, or rural
17    route number, of its registered office in this State, and
18    the name of its registered agent at that address.
19        (3) The address, including street and number, or rural
20    route number, of its principal office.
21        (4) The names and respective addresses, including
22    street and number, or rural route number, of its directors
23    and officers.

 

 

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1        (5) A statement as to whether the corporation is a
2    condominium association established under the Condominium
3    Property Act, a cooperative housing corporation defined in
4    Section 216 of the Internal Revenue Code of 1954, or a
5    homeowners association which administers a common interest
6    community as defined in subsection (c) of Section 9-102 of
7    the Code of Civil Procedures.
8    The interim report of changes shall be made on forms
9prescribed and furnished by the Secretary of State and shall
10be executed by the corporation by its president, a
11vice-president, secretary, assistant secretary, treasurer, or
12other officer duly authorized by the board of directors of the
13corporation to execute those reports, and verified by him or
14her, or, if the corporation is in the hands of a receiver or
15trustee, it shall be executed on behalf of the corporation and
16verified by the receiver or trustee.
 
17    (805 ILCS 105/115.10)  (from Ch. 32, par. 115.10)
18    Sec. 115.10. Fees for filing documents. The Secretary of
19State shall charge and collect for:
20        (a) Filing articles of incorporation, $50.
21        (b) Filing articles of amendment, $25, unless the
22    amendment is a restatement of the articles of
23    incorporation, in which case the fee shall be $100.
24        (c) Filing articles of merger or consolidation, $25.
25        (d) Filing articles of dissolution, $5.

 

 

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1        (e) Filing application to reserve a corporate name,
2    $25.
3        (f) Filing a notice of transfer or cancellation of a
4    reserved corporate name, $25.
5        (g) Filing statement of change of address of
6    registered office or change of registered agent, or both,
7    $5.
8        (h) Filing an application of a foreign corporation for
9    authority to conduct affairs in this State, $50.
10        (i) Filing an application of a foreign corporation for
11    amended authority to conduct affairs in this State, $25.
12        (j) Filing a copy of amendment to the articles of
13    incorporation of a foreign corporation holding authority
14    to conduct affairs in this State, $25, unless the
15    amendment is a restatement of the articles of
16    incorporation, in which case the fee shall be $100.
17        (k) Filing a copy of articles of merger of a foreign
18    corporation holding authority to conduct affairs in this
19    State, $25.
20        (l) Filing an application for withdrawal and final
21    report or a copy of articles of dissolution of a foreign
22    corporation, $5.
23        (m) Filing an annual report of a domestic or foreign
24    corporation, $10, of which $5 must be deposited into the
25    Charitable Trust Stabilization Fund.
26        (n) Filing an application for reinstatement of a

 

 

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1    domestic or a foreign corporation, $25.
2        (o) Filing an application for use of an assumed
3    corporate name, $150 for each year or part thereof ending
4    in 0 or 5, $120 for each year or part thereof ending in 1
5    or 6, $90 for each year or part thereof ending in 2 or 7,
6    $60 for each year or part thereof ending in 3 or 8, $30 for
7    each year or part thereof ending in 4 or 9, and a renewal
8    fee for each assumed corporate name, $150.
9        (p) Filing an application for change or cancellation
10    of an assumed corporate name, $5.
11        (q) Filing an application to register the corporate
12    name of a foreign corporation, $50; and an annual renewal
13    fee for the registered name, $50.
14        (r) Filing an application for cancellation of a
15    registered name of a foreign corporation, $5.
16        (s) Filing a statement of correction, $25.
17        (t) Filing an election to accept this Act, $25.
18        (u) Filing any other statement or report, $5.
19        (v) Filing a report of interim changes, $10.
20(Source: P.A. 94-605, eff. 1-1-06; 95-655, eff. 6-1-08.)
 
21    Section 10. The Limited Liability Company Act is amended
22by changing Section 1-35 as follows:
 
23    (805 ILCS 180/1-35)
24    Sec. 1-35. Registered office and registered agent.

 

 

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1    (a) Each limited liability company and foreign limited
2liability company shall continuously maintain in this State a
3registered agent and registered office, which agent must be an
4individual resident of this State or other person authorized
5to transact business in this State.
6    (b) A limited liability company or foreign limited
7liability company may change its registered agent or the
8address of its registered office pursuant to Section 1-36 and
9the registered agent of a limited liability company or a
10foreign limited liability company may change the address of
11its registered office pursuant to Section 1-37.
12    (c) The registered agent may at any time resign by filing
13in the Office of the Secretary of State written notice thereof
14and by mailing a copy thereof to the limited liability company
15or foreign limited liability company at its principal office
16as it is known to the resigning registered agent. The notice
17must be mailed at least 10 days before the date of filing
18thereof with the Secretary of State. The notice shall be
19executed by the registered agent, if an individual, or, if a
20business entity, in the manner authorized by the governing
21statute. The notice shall set forth all of the following:
22        (1) The name of the limited liability company for
23    which the registered agent is acting.
24        (2) The name of the registered agent.
25        (3) The address, including street, number, and city of
26    the limited liability company's then registered office in

 

 

HB4500- 6 -LRB102 25100 SPS 34360 b

1    this State.
2        (4) That the registered agent resigns.
3        (5) The effective date of the resignation, which shall
4    not be sooner than 30 days after the date of filing.
5        (6) The address of the principal office of the limited
6    liability company as it is known to the registered agent.
7        (7) A statement that a copy of the notice has been sent
8    by registered or certified mail to the principal office of
9    the limited liability company within the time and in the
10    manner prescribed by this Section.
11    (d) A new registered agent must be placed on record within
1260 days after a registered agent's notice of resignation under
13this Section.
14    (e) Upon the voluntary, administrative, or judicial
15dissolution of a limited liability company, the registered
16agent and the registered office of the limited liability
17company on record with the Secretary of State on the date of
18the issuance of the certificate or judgment of dissolution
19shall be an agent of the limited liability company upon whom
20claims can be served or service of process can be had during
21the 5-year, post-dissolution period, unless such agent resigns
22or the limited liability company properly reports a change of
23registered office or registered agent.
24(Source: P.A. 96-988, eff. 7-2-10.)
 
25    Section 15. The Uniform Partnership Act (1997) is amended

 

 

HB4500- 7 -LRB102 25100 SPS 34360 b

1by changing Sections 108 and 1002 and by adding Sections 110,
2111 and 1006 as follows:
 
3    (805 ILCS 206/108)
4    Sec. 108. Fees.
5    (a) The Secretary of State shall charge and collect in
6accordance with the provisions of this Act and rules
7promulgated under its authority:
8        (1) fees for filing documents;
9        (2) miscellaneous charges; and
10        (3) fees for the sale of lists of filings and for
11    copies of any documents.
12    (b) The Secretary of State shall charge and collect:
13        (1) for furnishing a copy or certified copy of any
14    document, instrument, or paper relating to a registered
15    limited liability partnership, $25;
16        (2) for the transfer of information by computer
17    process media to any purchaser, fees established by rule;
18        (3) for filing a statement of partnership authority,
19    $25;
20        (4) for filing a statement of denial, $25;
21        (5) for filing a statement of dissociation, $25;
22        (6) for filing a statement of dissolution, $100;
23        (7) for filing a statement of merger, $100;
24        (8) for filing a statement of qualification for a
25    limited liability partnership organized under the laws of

 

 

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1    this State, $100 for each partner, but in no event shall
2    the fee be less than $200 or exceed $5,000;
3        (9) for filing a statement of foreign qualification,
4    $500;
5        (10) for filing a renewal statement for a limited
6    liability partnership organized under the laws of this
7    State, $100 for each partner, but in no event shall the fee
8    be less than $200 or exceed $5,000;
9        (11) for filing a renewal statement for a foreign
10    limited liability partnership, $300;
11        (12) for filing an amendment or cancellation of a
12    statement, $25;
13        (13) for filing a statement of withdrawal, $100;
14        (14) for the purposes of changing the registered agent
15    name or registered office, or both, $25;
16        (15) for filing an application for reinstatement,
17    $200;
18        (16) for filing any other document, $25; .
19        (17) for filing an application for use of an assumed
20    name under Section 1006 of this Act, $150 for each year or
21    part thereof ending in 0 or 5, $120 for each year or part
22    thereof ending in 1 or 6, $90 for each year or part thereof
23    ending in 2 or 7, $60 for each year or part thereof ending
24    in 3 or 8, $30 for each year or part thereof ending in 4 or
25    9, and a renewal for each assumed name, $150;
26        (18) for filing an application for change of an

 

 

HB4500- 9 -LRB102 25100 SPS 34360 b

1    assumed name, $25;
2        (19) for filing an application for cancellation of an
3    assumed name, $5.
4    (c) All fees collected pursuant to this Act shall be
5deposited into the Division of Corporations Registered Limited
6Liability Partnership Fund.
7    (d) There is hereby continued in the State treasury a
8special fund to be known as the Division of Corporations
9Registered Limited Liability Partnership Fund. Moneys
10deposited into the Fund shall, subject to appropriation, be
11used by the Business Services Division of the Office of the
12Secretary of State to administer the responsibilities of the
13Secretary of State under this Act. On or before August 31 of
14each year, the balance in the Fund in excess of $600,000 shall
15be transferred to the General Revenue Fund.
16    (e) Filings, including annual reports, made by electronic
17means shall be treated as if submitted in person and may not be
18charged excess fees as expedited services solely because of
19submission by electronic means.
20(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17;
21100-186, eff. 7-1-18; 100-486, eff. 1-1-18; 100-863, eff.
228-14-18.)
 
23    (805 ILCS 206/110 new)
24    Sec. 110. Interrogatories to be propounded by the
25Secretary of State. The Secretary of State may propound to any

 

 

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1limited liability partnership or foreign limited liability
2partnership subject to the provisions of this Act, and to any
3partner thereof, such interrogatories as may be reasonably
4necessary and proper to enable the Secretary of State to
5ascertain whether the limited liability partnership has
6complied with all of the provisions of this Act applicable to
7the limited liability partnership. The interrogatories shall
8be answered within 30 days after the mailing thereof, or
9within such additional time as shall be fixed by the Secretary
10of State, and the answers thereto shall be full and complete
11and shall be made in writing and under oath. If the
12interrogatories are directed to an individual, they shall be
13answered by him or her, and if directed to a limited liability
14partnership, they shall be answered by the partners thereof.
15The Secretary of State need not file any document to which the
16interrogatories relate until the interrogatories are answered
17as herein provided, and not then if the answers thereto
18disclose that the document is not in conformity with the
19provisions of this Act. The Secretary of State shall certify
20to the Attorney General, for such action as the Attorney
21General may deem appropriate, all interrogatories and answers
22thereto that disclose a violation of any of the provisions of
23this Act.
 
24    (805 ILCS 206/111 new)
25    Sec. 111. Information disclosed by interrogatories.

 

 

HB4500- 11 -LRB102 25100 SPS 34360 b

1Interrogatories propounded by the Secretary of State and the
2answers thereto shall not be open to public inspection, nor
3shall the Secretary of State disclose any facts or information
4obtained, except insofar as official duty may require them to
5be made public or in the event the interrogatories or the
6answers thereto are required for evidence in any criminal
7proceeding or in any other action by the State.
 
8    (805 ILCS 206/1002)
9    Sec. 1002. Name.
10    (a) The name of a limited liability partnership must end
11with "Registered Limited Liability Partnership", "Limited
12Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or
13"LLP".
14    (b) The limited liability partnership shall be the name
15under which the limited liability partnership transacts
16business in this State unless the limited liability
17partnership also elects to adopt an assumed name or names as
18provided in this Act. However, the limited liability
19partnership may use any divisional designation or trade name
20without complying with the requirements of this Act, if the
21limited liability partnership also clearly discloses its name.
22    (c) Nothing in this Section or Section 1006 shall abrogate
23or limit the common law or statutory law of unfair competition
24or unfair trade practices, nor derogate from the common law or
25principles of equity or the statutes of this State or of the

 

 

HB4500- 12 -LRB102 25100 SPS 34360 b

1United States of America with respect to the right to acquire
2and protect copyrights, trade names, trademarks, service
3marks, service names, or any other right to the exclusive use
4of names or symbols.
5    (d) The name shall be distinguishable upon the records in
6the Office of the Secretary of State from any assumed name that
7is registered with the Secretary of State under Section 1006.
8(Source: P.A. 92-740, eff. 1-1-03.)
 
9    (805 ILCS 206/1006 new)
10    Sec. 1006. Assumed name.
11    (a) A limited liability partnership or a foreign limited
12liability partnership admitted to transact business or making
13application for admission to transact business in Illinois may
14elect to adopt an assumed name that complies with the
15requirements of Section 1002 of this Act.
16    (a-5) As used in this Act, "assumed name" means any name
17other than the true limited liability partnership name, except
18that the following do not constitute the use of an assumed name
19under this Act:
20        (1) a limited liability partnership's identification
21    of its business with a trademark or service mark of which
22    the partnership is the owner or licensed user; and
23        (2) the use of a name of a division, not containing the
24    word "limited", "liability", or "partnership" or an
25    abbreviation of one of those words, provided that the

 

 

HB4500- 13 -LRB102 25100 SPS 34360 b

1    limited liability partnership also clearly discloses its
2    true name.
3    (b) Before transacting any business in Illinois under an
4assumed limited liability partnership name or names, the
5limited liability partnership shall, for each assumed name,
6execute and file in duplicate an application setting forth all
7of the following:
8        (1) the true limited liability partnership name;
9        (2) the state or country under the laws of which it is
10organized;
11        (3) that it intends to transact business under an
12assumed limited liability partnership name; and
13        (4) the assumed name that it proposes to use.
14    (c) The right to use an assumed name shall be effective
15from the date of filing by the Secretary of State until the
16first day of the anniversary month of the limited liability
17partnership that falls within the next calendar year evenly
18divisible by 5. However, if an application is filed within the
192 months immediately preceding the anniversary month of a
20limited liability partnership that falls within a calendar
21year evenly divisible by 5, the right to use the assumed name
22shall be effective until the first day of the anniversary
23month of the limited liability partnership that falls within
24the next succeeding calendar year evenly divisible by 5.
25    (d) A limited liability partnership shall renew the right
26to use its assumed name or names, if any, within the 60 days

 

 

HB4500- 14 -LRB102 25100 SPS 34360 b

1preceding the expiration of the right, for a period of 5 years,
2by making an election to do so at the time of filing its annual
3report form and by paying the renewal fee as prescribed by this
4Act.
5    (e) A limited liability partnership or foreign limited
6liability partnership may change or cancel any or all of its
7assumed names by executing and filing an application setting
8forth all of the following:
9        (1) the true limited liability partnership name;
10        (2) the state or country under the laws of which it is
11    organized;
12        (3) that it intends to cease transacting business
13    under an assumed name by changing or cancelling it;
14        (4) the assumed name to be changed or cancelled; and
15        (5) if the assumed name is to be changed, the assumed
16    name that the limited liability partnership proposes to
17    use.
18    (f) Upon the filing of an application to change an assumed
19name, the limited liability partnership shall have the right
20to use the assumed name for the balance of the period
21authorized.
22    (g) The right to use an assumed name shall be cancelled by
23the Secretary of State if any of the following occurs:
24        (1) the limited liability partnership fails to renew
25    an assumed name;
26        (2) the limited liability partnership has filed an

 

 

HB4500- 15 -LRB102 25100 SPS 34360 b

1    application to change or cancel the assumed name;
2        (3) a limited liability partnership has been
3    dissolved; and
4        (4) a foreign limited liability partnership has had
5    its admission to do business in Illinois revoked.
6    (h) Any limited liability partnership or foreign limited
7liability partnership failing to pay the prescribed fee for
8assumed name renewal when due and payable shall be given
9notice of nonpayment by the Secretary of State by regular
10mail. If the fee, together with a late fee of $100, is not paid
11within 60 days after the notice is mailed, the right to use the
12assumed name shall cease. Any limited liability partnership or
13foreign limited liability partnership that (1) puts forth any
14sign or advertisement assuming any name other than that under
15which it is organized or otherwise authorized by law to act or
16(2) violates Section 1-27 is guilty of a petty offense and
17shall be fined not less than $501 and not more than $1,000. A
18limited liability partnership or foreign limited liability
19partnership shall be deemed guilty of an additional offense
20for each day it shall continue to so offend. Each limited
21liability partnership or foreign limited liability partnership
22that fails or refuses (i) to answer truthfully and fully
23within the time prescribed by this Act interrogatories
24propounded by the Secretary of State in accordance with this
25Act, or (ii) to perform any other act required by this Act to
26be performed by the limited liability partnership or foreign

 

 

HB4500- 16 -LRB102 25100 SPS 34360 b

1limited liability partnership is guilty of a petty offense and
2shall be fined not less than $501 and not more than $1,000.
3    (i) A foreign limited liability partnership may not use an
4assumed or fictitious name in the conduct of its business to
5intentionally misrepresent the geographic origin or location
6of the company.
 
7    Section 20. The Uniform Limited Partnership Act (2001) is
8amended by changing Section 1206 and by adding Sections 120,
9121 and 813 as follows:
 
10    (805 ILCS 215/120 new)
11    Sec. 120. Interrogatories to be propounded by the
12Secretary of State. The Secretary of State may propound to any
13limited partnership or foreign limited partnership subject to
14the provisions of this Act, and to any partner thereof,
15whether general partner or limited partner, such
16interrogatories as may be reasonably necessary and proper to
17enable the Secretary of State to ascertain whether the limited
18partnership has complied with all the provisions of this Act
19applicable to the limited partnership. The interrogatories
20shall be answered within 30 days after the mailing thereof, or
21within such additional time as shall be fixed by the Secretary
22of State, and the answers thereto shall be full and complete
23and shall be made in writing and under oath. If the
24interrogatories are directed to an individual, they shall be

 

 

HB4500- 17 -LRB102 25100 SPS 34360 b

1answered by him or her, and if directed to a limited
2partnership, they shall be answered by the partners thereof.
3The Secretary of State need not file any document to which the
4interrogatories relate until the interrogatories are answered
5as herein provided, and not then if the answers thereto
6disclose that the document is not in conformity with the
7provisions of this Act. The Secretary of State shall certify
8to the Attorney General, for such action as the Attorney
9General may deem appropriate, all interrogatories and answers
10thereto that disclose a violation of any of the provisions of
11this Act.
 
12    (805 ILCS 215/121 new)
13    Sec. 121. Information disclosed by interrogatories.
14Interrogatories propounded by the Secretary of State and the
15answers thereto shall not be open to public inspection, nor
16shall the Secretary of State disclose any facts or information
17obtained therefrom, except as official duty may require them
18to be made public or if the interrogatories or the answers
19thereto are required for evidence in any criminal proceeding
20or in any other action by the State.
 
21    (805 ILCS 215/813 new)
22    Sec. 813. Reinstatement of limited partnership status.
23    (a) A partnership whose status as a limited partnership or
24foreign limited partnership has expired as a result of the

 

 

HB4500- 18 -LRB102 25100 SPS 34360 b

1failure to amend its certificate of limited partnership
2required by Section 1206 may reinstate such status as a
3limited partnership or foreign limited partnership upon:
4        (1) the filing with the Secretary of State of an
5    application for reinstatement;
6        (2) the filing with the Secretary of State of all
7    reports then due and becoming due; and
8        (3) the payment to the Secretary of State of all fees
9    then due and becoming due.
10    (b) The application for reinstatement shall be executed
11and filed in duplicate in accordance with Section 201 and
12shall set forth all of the following:
13        (1) the name of the limited partnership at the time of
14    expiration;
15        (2) the date of expiration;
16        (3) the name and address of the agent for service of
17    process, provided that any change to either the agent for
18    service of process or the address of the agent for service
19    of process is properly reported.
20    (c) When a partnership whose status as a limited
21partnership or foreign limited partnership has expired has
22complied with the provisions of this Section, the Secretary of
23State shall file the application for reinstatement.
24    (d) Upon filing of the application for reinstatement:
25        (i) status as a limited partnership or foreign limited
26    partnership shall be deemed to have continued without

 

 

HB4500- 19 -LRB102 25100 SPS 34360 b

1    interruption from the date of expiration and shall stand
2    revived with the powers, duties, and obligations, as if it
3    had not expired; and
4        (ii) all acts and proceedings of its partners, acting
5    or purporting to act in that capacity, that would have
6    been legal and valid but for the expiration shall stand
7    ratified and confirmed.
 
8    (805 ILCS 215/1206)
9    Sec. 1206. Application to existing relationships.
10    (a) Before January 1, 2008, this Act governs only:
11        (1) a limited partnership formed on or after January
12    1, 2005; and
13        (2) except as otherwise provided in subsections (c)
14    and (d), a limited partnership formed before January 1,
15    2005 which elects, in the manner provided in its
16    partnership agreement or by law for amending the
17    partnership agreement, to be subject to this Act.
18    (b) Except as otherwise provided in subsection (c), on and
19after January 1, 2008 this Act governs all limited
20partnerships.
21    (c) With respect to a limited partnership formed before
22January 1, 2005, the following rules apply except as the
23partners otherwise elect in the manner provided in the
24partnership agreement or by law for amending the partnership
25agreement:

 

 

HB4500- 20 -LRB102 25100 SPS 34360 b

1        (1) Section 104(c) does not apply and the limited
2    partnership has whatever duration it had under the law
3    applicable immediately before January 1, 2005.
4        (2) Section 108(d) does not apply.
5        (3) The limited partnership is not required to amend
6    its certificate of limited partnership to comply with
7    Section 201(a)(4), but failure to amend its certificate
8    shall result in the expiration of the limited partnership
9    when its term has expired. Expired limited partnerships
10    may be reinstated pursuant to Section 813.
11        (4) Sections 601 and 602 do not apply and a limited
12    partner has the same right and power to dissociate from
13    the limited partnership, with the same consequences, as
14    existed immediately before January 1, 2005.
15        (5) Section 603(4) does not apply.
16        (6) Section 603(5) does not apply and a court has the
17    same power to expel a general partner as the court had
18    immediately before January 1, 2005.
19        (7) Section 801(3) does not apply and the connection
20    between a person's dissociation as a general partner and
21    the dissolution of the limited partnership is the same as
22    existed immediately before January 1, 2005.
23    (d) With respect to a limited partnership that elects
24pursuant to subsection (a)(2) to be subject to this Act, after
25the election takes effect the provisions of this Act relating
26to the liability of the limited partnership's general partners

 

 

HB4500- 21 -LRB102 25100 SPS 34360 b

1to third parties apply:
2        (1) before January 1, 2008, to:
3            (A) a third party that had not done business with
4        the limited partnership in the year before the
5        election took effect; and
6            (B) a third party that had done business with the
7        limited partnership in the year before the election
8        took effect only if the third party knows or has
9        received a notification of the election; and
10        (2) on and after January 1, 2008, to all third
11    parties, but those provisions remain inapplicable to any
12    obligation incurred while those provisions were
13    inapplicable under paragraph (1)(B).
14(Source: P.A. 93-967, eff. 1-1-05.)
 
15    Section 25. The Limited Worker Cooperative Association Act
16is amended by changing Sections 35, 36, 61, and 63 as follows:
 
17    (805 ILCS 317/35)
18    Sec. 35. Cooperative agreement.
19    (a) A cooperative agreement shall include:
20        (1) a statement of the capital structure of the
21    limited worker cooperative association;
22        (2) the classes or other types of members' interests
23    and the relative rights, preferences, privileges, and
24    restrictions granted to or imposed upon each class or

 

 

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1    other type of member's interest, including:
2            (A) a statement concerning the manner in which
3        profits and losses are allocated and distributions are
4        made among members and, if community investors are
5        authorized, the manner in which profits and losses are
6        allocated and how distributions are made among
7        investor members and between members and community
8        investors;
9            (B) a statement designating voting and other
10        governance rights of each class or other type of
11        members' interests and, if relevant, community
12        investors, including which members have voting power
13        and any restriction on voting power;
14        (3) a statement of the method for admission of
15    members;
16        (4) a statement that a member's interest is
17    transferable, if it is to be transferable, and a statement
18    of the conditions upon which it may be transferred;
19        (5) a statement concerning:
20            (A) whether persons that are not members but
21        conduct business with the association may be permitted
22        to share in allocations of profits and losses and
23        receive distributions; and
24            (B) the manner in which profits and losses are
25        allocated and distributions are made with respect to
26        those persons; and

 

 

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1        (6) a statement of the number and terms of managers or
2    managing members directors or the method by which the
3    number and terms are determined; and
4        (7) a statement addressing members' contributions.
5    (b) A cooperative agreement may contain any other
6provision for managing and regulating the affairs of the
7association.
8    (c) The cooperative agreement may not:
9        (1) unreasonably restrict a right to information or
10    access to records available under Section 1-40 or Section
11    10-15 of the Limited Liability Company Act;
12        (2) vary the right to expel a member in an event
13    specified in subdivision (6) of Section 35-45 of the
14    Limited Liability Company Act;
15        (3) vary the requirement to wind up the limited worker
16    cooperative association's business in a case specified in
17    subdivision (4), (5), or (6) of subsection (a) of Section
18    35-1 of the Limited Liability Company Act;
19        (4) restrict rights of a person, other than a manager,
20    managing member, director, member, and transferee of a
21    member's distributional interest, under this Act;
22        (5) restrict the power of a member to dissociate under
23    Section 35-50 of the Limited Liability Company Act,
24    although a cooperative agreement may determine whether a
25    dissociation is wrongful under Section 35-50 of the
26    Limited Liability Company Act;

 

 

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1        (6) eliminate or reduce the obligation of good faith
2    and fair dealing under subsection (d) of Section 15-3 of
3    the Limited Liability Company Act, but the cooperative
4    agreement may determine the standards by which the
5    performance of the member's duties or the exercise of the
6    member's rights is to be measured;
7        (7) eliminate, vary, or restrict the priority of a
8    statement of authority over provisions in the articles of
9    organization as provided in subsection (h) of Section
10    13-15 of the Limited Liability Company Act;
11        (8) vary the law applicable under Section 1-65 of the
12    Limited Liability Company Act;
13        (9) vary the power of the court under Section 5-50 of
14    the Limited Liability Company Act; or
15        (10) restrict the right to approve a merger,
16    conversion, or domestication under Article 37 of the
17    Limited Liability Company Act or the Entity Omnibus Act of
18    a member that will have personal liability with respect to
19    a surviving, converted, or domesticated organization.
20    (d) The cooperative agreement may:
21        (1) restrict or eliminate a fiduciary duty, other than
22    the duty of care described in subsection (c) of Section
23    15-3 of the Limited Liability Company Act, but only to the
24    extent the restriction or elimination in the cooperative
25    agreement is clear and unambiguous;
26        (2) identify specific types or categories of

 

 

HB4500- 25 -LRB102 25100 SPS 34360 b

1    activities that do not violate any fiduciary duty; and
2        (3) alter the duty of care, except to authorize
3    intentional misconduct or knowing violation of law.
4    (e) The cooperative agreement may specify the method by
5which a specific act or transaction that would otherwise
6violate the duty of loyalty may be authorized or ratified by
7one or more disinterested and independent persons after full
8disclosure of all material facts.
9    (f) The cooperative agreement may alter or eliminate the
10right to payment or reimbursement for a member, managing
11member, or manager director provided by Section 15-7 of the
12Limited Liability Company Act and may eliminate or limit a
13member's, managing member's, or manager's director's liability
14to the limited worker cooperative association and members for
15money damages, except for:
16        (1) subject to subsections (d) and (e) of this
17    Section, breach of the duties as required in subdivisions
18    (1), (2), and (3) of subsection (b) of Section 15-3 of the
19    Limited Liability Company Act;
20        (2) a financial benefit received by the member,
21    managing member, or manager director to which the member,
22    managing member, or manager director is not entitled;
23        (3) a breach of a duty under Section 25-35 of the
24    Limited Liability Company Act;
25        (4) intentional infliction of harm on the association
26    or a member; or

 

 

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1        (5) an intentional violation of criminal law.
2    (g) A limited worker cooperative association is bound by
3and may enforce the cooperative agreement, whether or not the
4association has itself manifested assent to the cooperative
5agreement.
6    (h) A person that becomes a member of a limited worker
7cooperative association is deemed to assent to the cooperative
8agreement.
9    (i) A cooperative agreement may be entered into before,
10after, or at the time of filing of articles of organization
11and, whether entered into before, after, or at the time of the
12filing, may be made effective as of the time of formation of
13the limited worker cooperative association or as of the time
14or date provided in the cooperative agreement.
15(Source: P.A. 101-292, eff. 1-1-20; 102-351, eff. 8-13-21.)
 
16    (805 ILCS 317/36)
17    Sec. 36. Annual reports.
18    (a) A limited worker cooperative association organized
19under the laws of this State shall file, within the time
20prescribed by this Act, an annual report setting forth all of
21the following:
22        (1) The name of the limited worker cooperative
23    association.
24        (2) The address, including street and number or rural
25    route number, of its registered office in this State and

 

 

HB4500- 27 -LRB102 25100 SPS 34360 b

1    the name of its registered agent at that address.
2        (3) The address, including street and number or rural
3    route number of its principal place of business.
4        (4) The name and business address of all of the
5    managers directors and managing members any member having
6    the authority of a director.
7        (5) Additional information that may be necessary or
8    appropriate in order to enable the Secretary of State to
9    administer this Act and to verify the proper amount of
10    fees payable by the limited worker cooperative
11    association.
12    The annual report shall be made on forms prescribed and
13furnished by the Secretary of State, and the information
14therein required by paragraphs (1) through (4) of this
15subsection (a), both inclusive, shall be given as of the date
16of execution of the annual report. The annual report shall be
17executed by a manager, managing member, director or, if none,
18a member designated by the members pursuant to limited worker
19cooperative association action properly taken under Section
2015-1 of the Limited Liability Company Act.
21    (b) The annual report, together with all fees and charges
22prescribed by this Act, shall be delivered to the Secretary of
23State within 60 days immediately preceding the first day of
24the anniversary month. Proof to the satisfaction of the
25Secretary of State that, before the first day of the
26anniversary month of the limited worker cooperative

 

 

HB4500- 28 -LRB102 25100 SPS 34360 b

1association, the report, together with all fees and charges as
2prescribed by this Act, was deposited in the United States
3mail in a sealed envelope, properly addressed, with postage
4prepaid, shall be deemed a compliance with this requirement.
5If the Secretary of State finds that the report conforms to the
6requirements of this Act, he or she shall file it. If the
7Secretary of State finds that it does not so conform, he or she
8shall promptly return it to the limited worker cooperative
9association for any necessary corrections, in which event the
10penalties prescribed for failure to file the report within the
11time provided shall not apply if the report is corrected to
12conform to the requirements of this Act and returned to the
13Secretary of State within 60 days of the original due date of
14the report.
15(Source: P.A. 102-351, eff. 8-13-21.)
 
16    (805 ILCS 317/61)
17    Sec. 61. Grounds for administrative dissolution. The
18Secretary of State may dissolve any limited worker cooperative
19association administratively if:
20        (1) it has failed to file its annual report and pay its
21    fee as required by this Act before the first day of the
22    anniversary month or has failed to pay any required fees,
23    penalties, or charges;
24        (2) it has failed to file in the Office of the
25    Secretary of State any report after the expiration of the

 

 

HB4500- 29 -LRB102 25100 SPS 34360 b

1    period prescribed for filing the report;
2        (3) it has misrepresented any material matter in any
3    application, report, affidavit, or other document
4    submitted by the limited worker cooperative association;
5        (4) it has failed to appoint and maintain a registered
6    agent in Illinois;
7        (5) a manager, managing member, director or member to
8    whom interrogatories have been propounded by the Secretary
9    of State as provided in Section 5-60 of the Limited
10    Liability Company Act fails to answer the interrogatories
11    fully and to timely file the answer in the Office of the
12    Secretary of State; or
13        (6) it has tendered payment to the Secretary of State
14    which is returned due to insufficient funds, a closed
15    account, or for any other reason, and acceptable payment
16    has not been subsequently tendered.
17(Source: P.A. 102-351, eff. 8-13-21.)
 
18    (805 ILCS 317/63)
19    Sec. 63. Reinstatement following dissolution or
20termination.
21    (a) A limited worker cooperative association dissolved or
22terminated under Section 60 may be reinstated by the Secretary
23of State following the date of issuance of the notice of
24dissolution or statement of termination upon:
25        (1) The filing of an application for reinstatement.

 

 

HB4500- 30 -LRB102 25100 SPS 34360 b

1        (2) The filing with the Secretary of State by the
2    limited worker cooperative association of all reports then
3    due and theretofore becoming due.
4        (3) The payment to the Secretary of State by the
5    limited worker cooperative association of all fees and
6    penalties then due and theretofore becoming due.
7    (b) The application for reinstatement shall be executed
8and filed in duplicate in accordance with Section 25 of this
9Act and shall set forth all of the following:
10        (1) The name of the limited worker cooperative
11    association at the time of the issuance of the notice of
12    dissolution or statement of termination.
13        (2) If the name is not available for use as determined
14    by the Secretary of State at the time of filing the
15    application for reinstatement, the name of the limited
16    worker cooperative association as changed, provided that
17    any change of name is properly effected under Section 1-10
18    and Section 5-25 of the Limited Liability Company Act.
19        (3) The date of issuance of the notice of dissolution
20    or statement of termination.
21        (4) The address, including street and number or rural
22    route number of the registered office of the limited
23    worker cooperative association upon reinstatement thereof
24    and the name of its registered agent at that address upon
25    the reinstatement of the limited worker cooperative
26    association, provided that any change from either the

 

 

HB4500- 31 -LRB102 25100 SPS 34360 b

1    registered office or the registered agent at the time of
2    dissolution is properly reported under Section 1-35 of the
3    Limited Liability Company Act.
4    (c) When a dissolved or terminated limited worker
5cooperative association has complied with the provisions of
6the Section, the Secretary of State shall file the application
7for reinstatement.
8    (d) Upon the filing of the application for reinstatement,
9the limited worker cooperative association existence shall be
10deemed to have continued without interruption from the date of
11the issuance of the notice of dissolution or statement of
12termination. The limited worker cooperative association shall
13stand revived with the powers, duties, and obligations as if
14it had not been dissolved or terminated. All acts and
15proceedings of its members, managing members, managers
16directors, officers, employees, and agents, acting or
17purporting to act in that capacity, and which would have been
18legal and valid but for the dissolution or termination, shall
19stand ratified and confirmed.
20    (e) Without limiting the generality of subsection (d),
21upon the filing of the application for reinstatement, no
22member, managing member, manager director, or officer shall be
23personally liable for the debts and liabilities of the limited
24worker cooperative association incurred during the period of
25dissolution or termination by reason of the fact that the
26limited worker cooperative association was dissolved or

 

 

HB4500- 32 -LRB102 25100 SPS 34360 b

1terminated at the time the debts or liabilities were incurred.
2(Source: P.A. 102-351, eff. 8-13-21.)
 
3    Section 30. The Entity Omnibus Act is amended by changing
4Section 111 as follows:
 
5    (805 ILCS 415/111)
6    Sec. 111. Application of other Acts. The Business
7Corporation Act of 1983, the General Not For Profit
8Corporation Act of 1986, the Limited Liability Company Act,
9the Uniform Limited Partnership Act (2001), and the Uniform
10Partnership Act (1997), and the Limited Worker Cooperative
11Association Act, as now or hereafter amended, shall govern all
12matters related to the entities named in each of those Acts and
13in this Act except where inconsistent with the letter and
14purpose of this Act. Not-for-profit corporations, subject to
15the General Not For Profit Corporation Act of 1986, shall not
16be allowed to convert into a for–profit business entity,
17whether domestic or foreign. This Act controls in the event of
18any conflict with the provisions of the above-named Acts or
19other laws.
20(Source: P.A. 101-491, eff. 8-23-19; 102-351, eff. 8-13-21.)
 
21    Section 35. The Uniform Commercial Code is amended by
22changing Section 9-525 as follows:
 

 

 

HB4500- 33 -LRB102 25100 SPS 34360 b

1    (810 ILCS 5/9-525)
2    Sec. 9-525. Fees.
3    (a) Initial financing statement or other record: general
4rule. Except as otherwise provided in subsection (e), the fee
5for filing and indexing a record under this Part, other than an
6initial financing statement of the kind described in
7subsection (b), is:
8        (1) $20 if the record is communicated in writing and
9    consists of one or two pages;
10        (2) $20 if the record is communicated in writing and
11    consists of more than two pages; and
12        (3) $20 if the record is communicated by another
13    medium authorized by filing-office rule; and .
14        (4) $5 if the record is a termination amendment
15    communicated in writing or by another medium authorized by
16    filing-office rule.
17    (b) Initial financing statement: public-finance and
18manufactured-housing transactions. Except as otherwise
19provided in subsection (e), the fee for filing and indexing an
20initial financing statement of the following kind is:
21        (1) $20 if the financing statement indicates that it
22    is filed in connection with a public-finance transaction;
23        (2) $20 if the financing statement indicates that it
24    is filed in connection with a manufactured-home
25    transaction.
26    (c) Number of names. The number of names required to be

 

 

HB4500- 34 -LRB102 25100 SPS 34360 b

1indexed does not affect the amount of the fee in subsections
2(a) and (b).
3    (d) Response to information request. The fee for
4responding to a request for information from the filing
5office, including for issuing a certificate showing
6communicating whether there is on file any financing statement
7naming a particular debtor, is:
8        (1) $10 if the request is communicated in writing; and
9        (2) $10 if the request is communicated by another
10    medium authorized by filing-office rule.
11    (e) Record of mortgage. This Section does not require a
12fee with respect to a record of a mortgage which is effective
13as a financing statement filed as a fixture filing or as a
14financing statement covering as-extracted collateral or timber
15to be cut under Section 9-502(c). However, the recording and
16satisfaction fees that otherwise would be applicable to the
17record of the mortgage apply.
18    (f) Of the total money collected for each filing with the
19Secretary of State of an original financing statement, amended
20statement, continuation, or assignment, or for a release of
21collateral, $12 of the filing fee shall be paid into the
22Secretary of State Special Services Fund. The remaining $8
23shall be deposited into the General Revenue Fund in the State
24treasury. Of the total money collected for a termination, $3
25of the filing fee shall be paid into the Secretary of State
26Special Services Fund. The remaining $2 shall be deposited

 

 

HB4500- 35 -LRB102 25100 SPS 34360 b

1into the General Revenue Fund in the State treasury.
2(Source: P.A. 93-990, eff. 8-23-04.)

 

 

HB4500- 36 -LRB102 25100 SPS 34360 b

1 INDEX
2 Statutes amended in order of appearance
3    805 ILCS 105/114.13 new
4    805 ILCS 105/115.10from Ch. 32, par. 115.10
5    805 ILCS 180/1-35
6    805 ILCS 206/108
7    805 ILCS 206/110 new
8    805 ILCS 206/111 new
9    805 ILCS 206/1002
10    805 ILCS 206/1006 new
11    805 ILCS 215/120 new
12    805 ILCS 215/121 new
13    805 ILCS 215/813 new
14    805 ILCS 215/1206
15    805 ILCS 317/35
16    805 ILCS 317/36
17    805 ILCS 317/61
18    805 ILCS 317/63
19    805 ILCS 415/111
20    810 ILCS 5/9-525