Bill Text: IL HB4500 | 2021-2022 | 102nd General Assembly | Engrossed

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Bill Title: 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.

Spectrum: Partisan Bill (Democrat 2-0)

Status: (Engrossed - Dead) 2022-03-21 - Alternate Chief Sponsor Changed to Sen. Don Harmon [HB4500 Detail]

Download: Illinois-2021-HB4500-Engrossed.html

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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.

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(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.

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(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

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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.

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(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

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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

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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

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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

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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

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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.

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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

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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

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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

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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

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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

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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

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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

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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

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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:

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(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

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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

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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

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(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;

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(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

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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

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(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

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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

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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

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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.

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(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

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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

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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:

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(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

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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

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