HB4500eng 102ND GENERAL ASSEMBLY

HB4500 Engrossed LRB102 25100 SPS 34360 b

AN ACT concerning business.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. The General Not For Profit Corporation Act of 1986 is amended by changing Section 115.10 and by adding Section 114.13 as follows:

(805 ILCS 105/114.13 new)

Sec. 114.13. Report of interim changes of domestic or foreign corporations. Any corporation, domestic or foreign, may report interim changes in the name, address, or both of its officers and directors, its principal office, or status as a condominium association, homeowners association, or cooperative housing corporation by filing a report under this Section containing the following information:

(1) The name of the corporation.

(2) The address, including street and number, or rural route number, of its registered office in this State, and the name of its registered agent at that address.

(3) The address, including street and number, or rural route number, of its principal office.

(4) The names and respective addresses, including street and number, or rural route number, of its directors and officers.

(5) A statement as to whether the corporation is a condominium association established under the Condominium Property Act, a cooperative housing corporation defined in Section 216 of the Internal Revenue Code of 1954, or a homeowners association which administers a common interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedures.

The interim report of changes shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by the corporation by its president, a vice-president, secretary, assistant secretary, treasurer, or other officer duly authorized by the board of directors of the corporation to execute those reports, and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by the receiver or trustee.

(805 ILCS 105/115.10) (from Ch. 32, par. 115.10)

Sec. 115.10. Fees for filing documents. The Secretary of State shall charge and collect for:

(a) Filing articles of incorporation, $50.

(b) Filing articles of amendment, $25, unless the amendment is a restatement of the articles of incorporation, in which case the fee shall be $100.

(c) Filing articles of merger or consolidation, $25.

(d) Filing articles of dissolution, $5.

(e) Filing application to reserve a corporate name, $25.

(f) Filing a notice of transfer or cancellation of a reserved corporate name, $25.

(g) Filing statement of change of address of registered office or change of registered agent, or both, $5.

(h) Filing an application of a foreign corporation for authority to conduct affairs in this State, $50.

(i) Filing an application of a foreign corporation for amended authority to conduct affairs in this State, $25.

(j) Filing a copy of amendment to the articles of incorporation of a foreign corporation holding authority to conduct affairs in this State, $25, unless the amendment is a restatement of the articles of incorporation, in which case the fee shall be $100.

(k) Filing a copy of articles of merger of a foreign corporation holding authority to conduct affairs in this State, $25.

(l) Filing an application for withdrawal and final report or a copy of articles of dissolution of a foreign corporation, $5.

(m) Filing an annual report of a domestic or foreign corporation, $10, of which $5 must be deposited into the Charitable Trust Stabilization Fund.

(n) Filing an application for reinstatement of a domestic or a foreign corporation, $25.

(o) Filing an application for use of an assumed corporate name, $150 for each year or part thereof ending in 0 or 5, $120 for each year or part thereof ending in 1 or 6, $90 for each year or part thereof ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, and a renewal fee for each assumed corporate name, $150.

(p) Filing an application for change or cancellation of an assumed corporate name, $5.

(q) Filing an application to register the corporate name of a foreign corporation, $50; and an annual renewal fee for the registered name, $50.

(r) Filing an application for cancellation of a registered name of a foreign corporation, $5.

(s) Filing a statement of correction, $25.

(t) Filing an election to accept this Act, $25.

(u) Filing any other statement or report, $5.

(v) Filing a report of interim changes, $10.

(Source: P.A. 94-605, eff. 1-1-06; 95-655, eff. 6-1-08.)

Section 10. The Limited Liability Company Act is amended by changing Section 1-35 as follows:

(805 ILCS 180/1-35)

Sec. 1-35. Registered office and registered agent.

(a) Each limited liability company and foreign limited liability company shall continuously maintain in this State a registered agent and registered office, which agent must be an individual resident of this State or other person authorized to transact business in this State.

(b) A limited liability company or foreign limited liability company may change its registered agent or the address of its registered office pursuant to Section 1-36 and the registered agent of a limited liability company or a foreign limited liability company may change the address of its registered office pursuant to Section 1-37.

(c) The registered agent may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to the limited liability company or foreign limited liability company at its principal office as it is known to the resigning registered agent. The notice must be mailed at least 10 days before the date of filing thereof with the Secretary of State. The notice shall be executed by the registered agent, if an individual, or, if a business entity, in the manner authorized by the governing statute. The notice shall set forth all of the following:

(1) The name of the limited liability company for which the registered agent is acting.

(2) The name of the registered agent.

(3) The address, including street, number, and city of the limited liability company's then registered office in this State.

(4) That the registered agent resigns.

(5) The effective date of the resignation, which shall not be sooner than 30 days after the date of filing.

(6) The address of the principal office of the limited liability company as it is known to the registered agent.

(7) A statement that a copy of the notice has been sent by registered or certified mail to the principal office of the limited liability company within the time and in the manner prescribed by this Section.

(d) A new registered agent must be placed on record within 60 days after a registered agent's notice of resignation under this Section.

(e) Upon the voluntary, administrative, or judicial dissolution of a limited liability company, the registered agent and the registered office of the limited liability company on record with the Secretary of State on the date of the issuance of the certificate or judgment of dissolution shall be an agent of the limited liability company upon whom claims can be served or service of process can be had during the 3-year post-dissolution period, unless such agent resigns or the limited liability company properly reports a change of registered office or registered agent.

(Source: P.A. 96-988, eff. 7-2-10.)

Section 15. The Uniform Partnership Act (1997) is amended by changing Sections 108 and 1002 and by adding Sections 110, 111, and 1006 as follows:

(805 ILCS 206/108)

Sec. 108. Fees.

(a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and rules promulgated under its authority:

(1) fees for filing documents;

(2) miscellaneous charges; and

(3) fees for the sale of lists of filings and for copies of any documents.

(b) The Secretary of State shall charge and collect:

(1) for furnishing a copy or certified copy of any document, instrument, or paper relating to a registered limited liability partnership, $25;

(2) for the transfer of information by computer process media to any purchaser, fees established by rule;

(3) for filing a statement of partnership authority, $25;

(4) for filing a statement of denial, $25;

(5) for filing a statement of dissociation, $25;

(6) for filing a statement of dissolution, $100;

(7) for filing a statement of merger, $100;

(8) for filing a statement of qualification for a limited liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;

(9) for filing a statement of foreign qualification, $500;

(10) for filing a renewal statement for a limited liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;

(11) for filing a renewal statement for a foreign limited liability partnership, $300;

(12) for filing an amendment or cancellation of a statement, $25;

(13) for filing a statement of withdrawal, $100;

(14) for the purposes of changing the registered agent name or registered office, or both, $25;

(15) for filing an application for reinstatement, $200;

(16) for filing any other document, $25; .

(17) for filing an application for use of an assumed name under Section 1006 of this Act, $150 for each year or part thereof ending in 0 or 5, $120 for each year or part thereof ending in 1 or 6, $90 for each year or part thereof ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, and a renewal for each assumed name, $150;

(18) for filing an application for change of an assumed name, $25;

(19) for filing an application for cancellation of an assumed name, $5.

(c) All fees collected pursuant to this Act shall be deposited into the Division of Corporations Registered Limited Liability Partnership Fund.

(d) There is hereby continued in the State treasury a special fund to be known as the Division of Corporations Registered Limited Liability Partnership Fund. Moneys deposited into the Fund shall, subject to appropriation, be used by the Business Services Division of the Office of the Secretary of State to administer the responsibilities of the Secretary of State under this Act. On or before August 31 of each year, the balance in the Fund in excess of $600,000 shall be transferred to the General Revenue Fund.

(e) Filings, including annual reports, made by electronic means shall be treated as if submitted in person and may not be charged excess fees as expedited services solely because of submission by electronic means.

(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17; 100-186, eff. 7-1-18; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18.)

(805 ILCS 206/110 new)

Sec. 110. Interrogatories to be propounded by the Secretary of State. The Secretary of State may propound to any limited liability partnership or foreign limited liability partnership subject to the provisions of this Act, and to any partner thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary of State to ascertain whether the limited liability partnership has complied with all of the provisions of this Act applicable to the limited liability partnership. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to a limited liability partnership, they shall be answered by the partners thereof. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.

(805 ILCS 206/111 new)

Sec. 111. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information obtained, except insofar as official duty may require them to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.

(805 ILCS 206/1002)

Sec. 1002. Name.

(a) The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".

(b) The limited liability partnership shall be the name under which the limited liability partnership transacts business in this State unless the limited liability partnership also elects to adopt an assumed name or names as provided in this Act. However, the limited liability partnership may use any divisional designation or trade name without complying with the requirements of this Act, if the limited liability partnership also clearly discloses its name.

(c) Nothing in this Section or Section 1006 shall abrogate or limit the common law or statutory law of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States of America with respect to the right to acquire and protect copyrights, trade names, trademarks, service marks, service names, or any other right to the exclusive use of names or symbols.

(d) The name shall be distinguishable upon the records in the Office of the Secretary of State from any assumed name that is registered with the Secretary of State under Section 1006.

(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1006 new)

Sec. 1006. Assumed name.

(a) A limited liability partnership or a foreign limited liability partnership admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1002 of this Act.

(a-5) As used in this Act, "assumed name" means any name other than the true limited liability partnership name, except that the following do not constitute the use of an assumed name under this Act:

(1) a limited liability partnership's identification of its business with a trademark or service mark of which the partnership is the owner or licensed user; and

(2) the use of a name of a division, not containing the word "limited", "liability", or "partnership" or an abbreviation of one of those words, provided that the limited liability partnership also clearly discloses its true name.

(b) Before transacting any business in Illinois under an assumed limited liability partnership name or names, the limited liability partnership shall, for each assumed name, execute and file in duplicate an application setting forth all of the following:

(1) the true limited liability partnership name;

(2) the state or country under the laws of which it is organized;

(3) that it intends to transact business under an assumed limited liability partnership name; and

(4) the assumed name that it proposes to use.

(c) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited liability partnership that falls within the next calendar year evenly divisible by 5. However, if an application is filed within the 2 months immediately preceding the anniversary month of a limited liability partnership that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited liability partnership that falls within the next succeeding calendar year evenly divisible by 5.

(d) A limited liability partnership shall renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of the right, for a period of 5 years, by making an election to do so at the time of filing its annual report form and by paying the renewal fee as prescribed by this Act.

(e) A limited liability partnership or foreign limited liability partnership may change or cancel any or all of its assumed names by executing and filing an application setting forth all of the following:

(1) the true limited liability partnership name;

(2) the state or country under the laws of which it is organized;

(3) that it intends to cease transacting business under an assumed name by changing or cancelling it;

(4) the assumed name to be changed or cancelled; and

(5) if the assumed name is to be changed, the assumed name that the limited liability partnership proposes to use.

(f) Upon the filing of an application to change an assumed name, the limited liability partnership shall have the right to use the assumed name for the balance of the period authorized.

(g) The right to use an assumed name shall be cancelled by the Secretary of State if any of the following occurs:

(1) the limited liability partnership fails to renew an assumed name;

(2) the limited liability partnership has filed an application to change or cancel the assumed name;

(3) a limited liability partnership has been dissolved; and

(4) a foreign limited liability partnership has had its admission to do business in Illinois revoked.

(h) Any limited liability partnership or foreign limited liability partnership failing to pay the prescribed fee for assumed name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail. If the fee, together with a late fee of $100, is not paid within 60 days after the notice is mailed, the right to use the assumed name shall cease. Any limited liability partnership or foreign limited liability partnership that (1) puts forth any sign or advertisement assuming any name other than that under which it is organized or otherwise authorized by law to act or (2) violates Section 1-27 is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000. A limited liability partnership or foreign limited liability partnership shall be deemed guilty of an additional offense for each day it shall continue to so offend. Each limited liability partnership or foreign limited liability partnership that fails or refuses (i) to answer truthfully and fully within the time prescribed by this Act interrogatories propounded by the Secretary of State in accordance with this Act, or (ii) to perform any other act required by this Act to be performed by the limited liability partnership or foreign limited liability partnership is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000.

(i) A foreign limited liability partnership may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the company.

Section 20. The Uniform Limited Partnership Act (2001) is amended by changing Section 1206 and by adding Sections 120, 121, and 813 as follows:

(805 ILCS 215/120 new)

Sec. 120. Interrogatories to be propounded by the Secretary of State. The Secretary of State may propound to any limited partnership or foreign limited partnership subject to the provisions of this Act, and to any partner thereof, whether general partner or limited partner, such interrogatories as may be reasonably necessary and proper to enable the Secretary of State to ascertain whether the limited partnership has complied with all the provisions of this Act applicable to the limited partnership. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to a limited partnership, they shall be answered by the partners thereof. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.

(805 ILCS 215/121 new)

Sec. 121. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information obtained therefrom, except as official duty may require them to be made public or if the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.

(805 ILCS 215/813 new)

Sec. 813. Reinstatement of limited partnership status.

(a) A partnership whose status as a limited partnership or foreign limited partnership has expired as a result of the failure to amend its certificate of limited partnership required by Section 1206 may reinstate such status as a limited partnership or foreign limited partnership upon:

(1) the filing with the Secretary of State of an application for reinstatement;

(2) the filing with the Secretary of State of all reports then due and becoming due; and

(3) the payment to the Secretary of State of all fees then due and becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 201 and shall set forth all of the following:

(1) the name of the limited partnership at the time of expiration;

(2) the date of expiration;

(3) the name and address of the agent for service of process, provided that any change to either the agent for service of process or the address of the agent for service of process is properly reported.

(c) When a partnership whose status as a limited partnership or foreign limited partnership has expired has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon filing of the application for reinstatement:

(i) status as a limited partnership or foreign limited partnership shall be deemed to have continued without interruption from the date of expiration and shall stand revived with the powers, duties, and obligations, as if it had not expired; and

(ii) all acts and proceedings of its partners, acting or purporting to act in that capacity, that would have been legal and valid but for the expiration shall stand ratified and confirmed.

(805 ILCS 215/1206)

Sec. 1206. Application to existing relationships.

(a) Before January 1, 2008, this Act governs only:

(1) a limited partnership formed on or after January 1, 2005; and

(2) except as otherwise provided in subsections (c) and (d), a limited partnership formed before January 1, 2005 which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this Act.

(b) Except as otherwise provided in subsection (c), on and after January 1, 2008 this Act governs all limited partnerships.

(c) With respect to a limited partnership formed before January 1, 2005, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 104(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2005.

(2) Section 108(d) does not apply.

(3) The limited partnership is not required to amend its certificate of limited partnership to comply with Section 201(a)(4), but failure to amend its certificate shall result in the expiration of the limited partnership when its term has expired. Expired limited partnerships may be reinstated pursuant to Section 813.

(4) Sections 601 and 602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2005.

(5) Section 603(4) does not apply.

(6) Section 603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2005.

(7) Section 801(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2005.

(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this Act, after the election takes effect the provisions of this Act relating to the liability of the limited partnership's general partners to third parties apply:

(1) before January 1, 2008, to:

(A) a third party that had not done business with the limited partnership in the year before the election took effect; and

(B) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and

(2) on and after January 1, 2008, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B).

(Source: P.A. 93-967, eff. 1-1-05.)

Section 25. The Limited Worker Cooperative Association Act is amended by changing Sections 35, 36, 61, and 63 as follows:

(805 ILCS 317/35)

Sec. 35. Cooperative agreement.

(a) A cooperative agreement shall include:

(1) a statement of the capital structure of the limited worker cooperative association;

(2) the classes or other types of members' interests and the relative rights, preferences, privileges, and restrictions granted to or imposed upon each class or other type of member's interest, including:

(A) a statement concerning the manner in which profits and losses are allocated and distributions are made among members and, if community investors are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between members and community investors;

(B) a statement designating voting and other governance rights of each class or other type of members' interests and, if relevant, community investors, including which members have voting power and any restriction on voting power;

(3) a statement of the method for admission of members;

(4) a statement that a member's interest is transferable, if it is to be transferable, and a statement of the conditions upon which it may be transferred;

(5) a statement concerning:

(A) whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and

(B) the manner in which profits and losses are allocated and distributions are made with respect to those persons; and

(6) a statement of the number and terms of managers or managing members directors or the method by which the number and terms are determined; and

(7) a statement addressing members' contributions.

(b) A cooperative agreement may contain any other provision for managing and regulating the affairs of the association.

(c) The cooperative agreement may not:

(1) unreasonably restrict a right to information or access to records available under Section 1-40 or Section 10-15 of the Limited Liability Company Act;

(2) vary the right to expel a member in an event specified in subdivision (6) of Section 35-45 of the Limited Liability Company Act;

(3) vary the requirement to wind up the limited worker cooperative association's business in a case specified in subdivision (4), (5), or (6) of subsection (a) of Section 35-1 of the Limited Liability Company Act;

(4) restrict rights of a person, other than a manager, managing member, director, member, and transferee of a member's distributional interest, under this Act;

(5) restrict the power of a member to dissociate under Section 35-50 of the Limited Liability Company Act, although a cooperative agreement may determine whether a dissociation is wrongful under Section 35-50 of the Limited Liability Company Act;

(6) eliminate or reduce the obligation of good faith and fair dealing under subsection (d) of Section 15-3 of the Limited Liability Company Act, but the cooperative agreement may determine the standards by which the performance of the member's duties or the exercise of the member's rights is to be measured;

(7) eliminate, vary, or restrict the priority of a statement of authority over provisions in the articles of organization as provided in subsection (h) of Section 13-15 of the Limited Liability Company Act;

(8) vary the law applicable under Section 1-65 of the Limited Liability Company Act;

(9) vary the power of the court under Section 5-50 of the Limited Liability Company Act; or

(10) restrict the right to approve a merger, conversion, or domestication under Article 37 of the Limited Liability Company Act or the Entity Omnibus Act of a member that will have personal liability with respect to a surviving, converted, or domesticated organization.

(d) The cooperative agreement may:

(1) restrict or eliminate a fiduciary duty, other than the duty of care described in subsection (c) of Section 15-3 of the Limited Liability Company Act, but only to the extent the restriction or elimination in the cooperative agreement is clear and unambiguous;

(2) identify specific types or categories of activities that do not violate any fiduciary duty; and

(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law.

(e) The cooperative agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(f) The cooperative agreement may alter or eliminate the right to payment or reimbursement for a member, managing member, or manager director provided by Section 15-7 of the Limited Liability Company Act and may eliminate or limit a member's, managing member's, or manager's director's liability to the limited worker cooperative association and members for money damages, except for:

(1) subject to subsections (d) and (e) of this Section, breach of the duties as required in subdivisions (1), (2), and (3) of subsection (b) of Section 15-3 of the Limited Liability Company Act;

(2) a financial benefit received by the member, managing member, or manager director to which the member, managing member, or manager director is not entitled;

(3) a breach of a duty under Section 25-35 of the Limited Liability Company Act;

(4) intentional infliction of harm on the association or a member; or

(5) an intentional violation of criminal law.

(g) A limited worker cooperative association is bound by and may enforce the cooperative agreement, whether or not the association has itself manifested assent to the cooperative agreement.

(h) A person that becomes a member of a limited worker cooperative association is deemed to assent to the cooperative agreement.

(i) A cooperative agreement may be entered into before, after, or at the time of filing of articles of organization and, whether entered into before, after, or at the time of the filing, may be made effective as of the time of formation of the limited worker cooperative association or as of the time or date provided in the cooperative agreement.

(Source: P.A. 101-292, eff. 1-1-20; 102-351, eff. 8-13-21.)

(805 ILCS 317/36)

Sec. 36. Annual reports.

(a) A limited worker cooperative association organized under the laws of this State shall file, within the time prescribed by this Act, an annual report setting forth all of the following:

(1) The name of the limited worker cooperative association.

(2) The address, including street and number or rural route number, of its registered office in this State and the name of its registered agent at that address.

(3) The address, including street and number or rural route number of its principal place of business.

(4) The name and business address of all of the managers directors and managing members any member having the authority of a director.

(5) Additional information that may be necessary or appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited worker cooperative association.

The annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein required by paragraphs (1) through (4) of this subsection (a), both inclusive, shall be given as of the date of execution of the annual report. The annual report shall be executed by a manager, managing member, director or, if none, a member designated by the members pursuant to limited worker cooperative association action properly taken under Section 15-1 of the Limited Liability Company Act.

(b) The annual report, together with all fees and charges prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month. Proof to the satisfaction of the Secretary of State that, before the first day of the anniversary month of the limited worker cooperative association, the report, together with all fees and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that the report conforms to the requirements of this Act, he or she shall file it. If the Secretary of State finds that it does not so conform, he or she shall promptly return it to the limited worker cooperative association for any necessary corrections, in which event the penalties prescribed for failure to file the report within the time provided shall not apply if the report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 60 days of the original due date of the report.

(Source: P.A. 102-351, eff. 8-13-21.)

(805 ILCS 317/61)

Sec. 61. Grounds for administrative dissolution. The Secretary of State may dissolve any limited worker cooperative association administratively if:

(1) it has failed to file its annual report and pay its fee as required by this Act before the first day of the anniversary month or has failed to pay any required fees, penalties, or charges;

(2) it has failed to file in the Office of the Secretary of State any report after the expiration of the period prescribed for filing the report;

(3) it has misrepresented any material matter in any application, report, affidavit, or other document submitted by the limited worker cooperative association;

(4) it has failed to appoint and maintain a registered agent in Illinois;

(5) a manager, managing member, director or member to whom interrogatories have been propounded by the Secretary of State as provided in Section 5-60 of the Limited Liability Company Act fails to answer the interrogatories fully and to timely file the answer in the Office of the Secretary of State; or

(6) it has tendered payment to the Secretary of State which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered.

(Source: P.A. 102-351, eff. 8-13-21.)

(805 ILCS 317/63)

Sec. 63. Reinstatement following dissolution or termination.

(a) A limited worker cooperative association dissolved or terminated under Section 60 may be reinstated by the Secretary of State following the date of issuance of the notice of dissolution or statement of termination upon:

(1) The filing of an application for reinstatement.

(2) The filing with the Secretary of State by the limited worker cooperative association of all reports then due and theretofore becoming due.

(3) The payment to the Secretary of State by the limited worker cooperative association of all fees and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 25 of this Act and shall set forth all of the following:

(1) The name of the limited worker cooperative association at the time of the issuance of the notice of dissolution or statement of termination.

(2) If the name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited worker cooperative association as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of the Limited Liability Company Act.

(3) The date of issuance of the notice of dissolution or statement of termination.

(4) The address, including street and number or rural route number of the registered office of the limited worker cooperative association upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited worker cooperative association, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1-35 of the Limited Liability Company Act.

(c) When a dissolved or terminated limited worker cooperative association has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the limited worker cooperative association existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution or statement of termination. The limited worker cooperative association shall stand revived with the powers, duties, and obligations as if it had not been dissolved or terminated. All acts and proceedings of its members, managing members, managers directors, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for the dissolution or termination, shall stand ratified and confirmed.

(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, managing member, manager director, or officer shall be personally liable for the debts and liabilities of the limited worker cooperative association incurred during the period of dissolution or termination by reason of the fact that the limited worker cooperative association was dissolved or terminated at the time the debts or liabilities were incurred.

(Source: P.A. 102-351, eff. 8-13-21.)

Section 30. The Entity Omnibus Act is amended by changing Section 111 as follows:

(805 ILCS 415/111)

Sec. 111. Application of other Acts. The Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Uniform Limited Partnership Act (2001), and the Uniform Partnership Act (1997), and the Limited Worker Cooperative Association Act, as now or hereafter amended, shall govern all matters related to the entities named in each of those Acts and in this Act except where inconsistent with the letter and purpose of this Act. Not-for-profit corporations, subject to the General Not For Profit Corporation Act of 1986, shall not be allowed to convert into a for–profit business entity, whether domestic or foreign. This Act controls in the event of any conflict with the provisions of the above-named Acts or other laws.

(Source: P.A. 101-491, eff. 8-23-19; 102-351, eff. 8-13-21.)

Section 35. The Uniform Commercial Code is amended by changing Section 9-525 as follows:

(810 ILCS 5/9-525)

Sec. 9-525. Fees.

(a) Initial financing statement or other record: general rule. Except as otherwise provided in subsection (e), the fee for filing and indexing a record under this Part, other than an initial financing statement of the kind described in subsection (b), is:

(1) $20 if the record is communicated in writing and consists of one or two pages;

(2) $20 if the record is communicated in writing and consists of more than two pages; and

(3) $20 if the record is communicated by another medium authorized by filing-office rule; and .

(4) $5 if the record is a termination amendment communicated in writing or by another medium authorized by filing-office rule.

(b) Initial financing statement: public-finance and manufactured-housing transactions. Except as otherwise provided in subsection (e), the fee for filing and indexing an initial financing statement of the following kind is:

(1) $20 if the financing statement indicates that it is filed in connection with a public-finance transaction;

(2) $20 if the financing statement indicates that it is filed in connection with a manufactured-home transaction.

(c) Number of names. The number of names required to be indexed does not affect the amount of the fee in subsections (a) and (b).

(d) Response to information request. The fee for responding to a request for information from the filing office, including for issuing a certificate showing communicating whether there is on file any financing statement naming a particular debtor, is:

(1) $10 if the request is communicated in writing; and

(2) $10 if the request is communicated by another medium authorized by filing-office rule.

(e) Record of mortgage. This Section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under Section 9-502(c). However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply.

(f) Of the total money collected for each filing with the Secretary of State of an original financing statement, amended statement, continuation, or assignment, or for a release of collateral, $12 of the filing fee shall be paid into the Secretary of State Special Services Fund. The remaining $8 shall be deposited into the General Revenue Fund in the State treasury. Of the total money collected for a termination, $3 of the filing fee shall be paid into the Secretary of State Special Services Fund. The remaining $2 shall be deposited into the General Revenue Fund in the State treasury.

(Source: P.A. 93-990, eff. 8-23-04.)