Forming a Journalism Cooperative in Illinois

Under 805 Ill. Comp. Stat. 310/1, Illinois permits the formation of a for-profit cooperative "for the purpose of purchasing of or selling to all shareholders and others, all sorts of groceries, provisions and any other articles of merchandise," which may include the product of a journalism organization. The statute also allows cooperative formation for those "who may be desirous of becoming interested in other like associations," which may be a catch-all provision that could include journalism associations.

Illinois allows non-profit corporations to operate as cooperatives, see 805 Ill. Comp. Stat. 105/103.05(a)(26), but does not have a special corporate form for a non-profit cooperative. Instead, you must follow the general rules for forming an Illinois non-profit organization, and adapt the non-profit form to operate as a cooperative.  Note that unlike most non-profit organizations, a non-profit cooperative may include the word "cooperative" in its corporate name. See 805 Ill. Comp. Stat. 310/22.

Because the cooperative law is complex, you may wish to seek the assistance of an attorney if you decide to form a journalism cooperative in Illinois (whether for-profit or non-profit). On this page, you will find general information about for-profit cooperatives in Illinois, (1) choosing a name for your cooperative; (2) recruiting directors and officers for your cooperative; (3) structuring your cooperative; (4) preparing the articles of incorporation and bylaws for your cooperative; (5) registering as an employer with the IRS and the State of Illinois for tax purposes; (6) submitting required forms to the state of Illinois; and (7) tax information.

1. Choose a name for the cooperative and check for availability.

• Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
• Illinois law requires that the names of for-profit corporations, including cooperatives, contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of such words. See 805 Ill. Comp. Stat. 5/405(a)(1).
• Additionally, your corporation name must be distinguishable from other names on file with the Secretary of State. You may search the availability of a new company name on the Secretary of State's website.
• A journalism corporation or association can only use the term "cooperative" in its name if (1) it complies with all provisions of the Co-operative Act or (2) it is organized as an Illinois nonprofit corporation for cooperative purposes. Your organization must include the word "cooperative" in its name if it is a for-profit cooperative. See 805 Ill. Comp. Stat. 310/22; 805 Ill. Comp. Stat. 5/4.05(a)(4).
• Although you are not required to do so, consider registering your business name as a federal and/or state trademark.

• A cooperative must have at least five directors, each of whom is elected by the shareholders. See 805 Ill. Comp. Stat. 310/7.
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