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Public Act 100-0753


 

Public Act 0753 100TH GENERAL ASSEMBLY

  
  
  

 


 
Public Act 100-0753
 
HB4578 EnrolledLRB100 18154 XWW 33349 b

    AN ACT concerning regulation.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 4.05 and 4.15 as follows:
 
    (805 ILCS 5/4.05)  (from Ch. 32, par. 4.05)
    Sec. 4.05. Corporate name of domestic or foreign
corporation.
    (a) The corporate name of a domestic corporation or of a
foreign corporation organized, existing or subject to the
provisions of this Act:
        (1) Shall contain, separate and apart from any other
    word or abbreviation in such name, the word "corporation",
    "company", "incorporated", or "limited", or an
    abbreviation of one of such words, and if the name of a
    foreign corporation does not contain, separate and apart
    from any other word or abbreviation, one of such words or
    abbreviations, the corporation shall add at the end of its
    name, as a separate word or abbreviation, one of such words
    or an abbreviation of one of such words.
        (2) Shall not contain any word or phrase which
    indicates or implies that the corporation (i) is authorized
    or empowered to conduct the business of insurance,
    assurance, indemnity, or the acceptance of savings
    deposits; (ii) is authorized or empowered to conduct the
    business of banking unless otherwise permitted by the
    Commissioner of Banks and Real Estate pursuant to Section
    46 of the Illinois Banking Act; or (iii) is authorized or
    empowered to be in the business of a corporate fiduciary
    unless otherwise permitted by the Commissioner of Banks and
    Real Estate under Section 1-9 of the Corporate Fiduciary
    Act. The word "trust", "trustee", or "fiduciary" may be
    used by a corporation only if it has first complied with
    Section 1-9 of the Corporate Fiduciary Act. The word
    "bank", "banker" or "banking" may only be used by a
    corporation if it has first complied with Section 46 of the
    Illinois Banking Act.
        (3) Shall be distinguishable upon the records in the
    office of the Secretary of State from the name or assumed
    name of any domestic corporation or limited liability
    company organized under the Limited Liability Company Act,
    whether profit or not for profit, existing under any Act of
    this State or of the name or assumed name of any foreign
    corporation or foreign limited liability company
    registered under the Limited Liability Company Act,
    whether profit or not for profit, authorized to transact
    business in this State, or a name the exclusive right to
    which is, at the time, reserved or registered in the manner
    provided in this Act or Section 1-15 of the Limited
    Liability Company Act, except that, subject to the
    discretion of the Secretary of State, a foreign corporation
    that has a name prohibited by this paragraph may be issued
    a certificate of authority to transact business in this
    State, if the foreign corporation:
            (i) Elects to adopt an assumed corporate name or
        names in accordance with Section 4.15 of this Act; and
            (ii) Agrees in its application for a certificate of
        authority to transact business in this State only under
        such assumed corporate name or names.
        (4) Shall contain the word "trust", if it be a domestic
    corporation organized for the purpose of accepting and
    executing trusts, shall contain the word "pawners", if it
    be a domestic corporation organized as a pawners' society,
    and shall contain the word "cooperative", if it be a
    domestic corporation organized as a cooperative
    association for pecuniary profit.
        (5) Shall not contain a word or phrase, or an
    abbreviation or derivation thereof, the use of which is
    prohibited or restricted by any other statute of this State
    unless such restriction has been complied with.
        (6) Shall consist of letters of the English alphabet,
    Arabic or Roman numerals, or symbols capable of being
    readily reproduced by the office of the Secretary of State.
        (7) Shall be the name under which the corporation shall
    transact business in this State unless the corporation
    shall also elect to adopt an assumed corporate name or
    names as provided in this Act; provided, however, that the
    corporation may use any divisional designation or trade
    name without complying with the requirements of this Act,
    provided the corporation also clearly discloses its
    corporate name.
        (8) (Blank).
        (9) (Blank). Shall not, as to any corporation organized
    or amending its corporate name on or after the effective
    date of this amendatory Act of the 96th General Assembly,
    without the express written consent of the United States
    Olympic Committee, contain the words: (i) "Olympic"; (ii)
    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
    "Citius Altius Fortius"; or (vi) "CHICOG".
    (b) The Secretary of State shall determine whether a name
is "distinguishable" from another name for purposes of this
Act. Without excluding other names which may not constitute
distinguishable names in this State, a name is not considered
distinguishable, for purposes of this Act, solely because it
contains one or more of the following:
        (1) the word "corporation", "company", "incorporated",
    or "limited", "limited liability" or an abbreviation of one
    of such words;
        (2) articles, conjunctions, contractions,
    abbreviations, different tenses or number of the same word;
    (c) Nothing in this Section or Sections 4.15 or 4.20 shall:
        (1) Require any domestic corporation existing or any
    foreign corporation having a certificate of authority on
    the effective date of this Act, to modify or otherwise
    change its corporate name or assumed corporate name, if
    any.
        (2) 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 with respect
    to the right to acquire and protect copyrights, trade
    names, trade marks, service names, service marks, or any
    other right to the exclusive use of names or symbols.
(Source: P.A. 98-720, eff. 7-16-14.)
 
    (805 ILCS 5/4.15)  (from Ch. 32, par. 4.15)
    Sec. 4.15. Assumed corporate name.
    (a) A domestic corporation or a foreign corporation
admitted to transact business or attempting to gain admission
to transact business may elect to adopt an assumed corporate
name that complies with the requirements of paragraphs (2),
(3), (4), (5), and (6), and (9) of subsection (a) of Section
4.05 of this Act with respect to corporate names.
    (b) As used in this Act, "assumed corporate name" means any
corporate name other than the true corporate name, except that
the following shall not constitute the use of an assumed
corporate name under this Act:
        (1) the identification by a corporation of its business
    with a trademark or service mark of which it is the owner
    or licensed user; and
        (2) the use of a name of a division, not separately
    incorporated and not containing the word "corporation",
    "incorporated", or "limited" or an abbreviation of one of
    such words, provided the corporation also clearly
    discloses its corporate name.
    (c) Before transacting any business in this State under an
assumed corporate name or names, the corporation shall, for
each assumed corporate name, pursuant to resolution by its
board of directors, execute and file in duplicate in accordance
with Section 1.10 of this Act, an application setting forth:
        (1) The true corporate name.
        (2) The state or country under the laws of which it is
    organized.
        (3) That it intends to transact business under an
    assumed corporate name.
        (4) The assumed corporate name which it proposes to
    use.
    (d) The right to use an assumed corporate name shall be
effective from the date of filing by the Secretary of State
until the first day of the anniversary month of the corporation
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 corporation
that falls within a calendar year evenly divisible by 5, the
right to use the assumed corporate name shall be effective
until the first day of the anniversary month of the corporation
that falls within the next succeeding calendar year evenly
divisible by 5.
    (e) A corporation shall renew the right to use its assumed
corporate name or names, if any, within the 60 days preceding
the expiration of such 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.
    (f) (Blank).
    (g) A foreign corporation may not use an assumed or
fictitious name in the conduct of its business to intentionally
misrepresent the geographic origin or location of the
corporation within Illinois.
(Source: P.A. 96-7, eff. 4-3-09; 96-1121, eff. 1-1-11.)
 
    Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Section 104.05 as follows:
 
    (805 ILCS 105/104.05)  (from Ch. 32, par. 104.05)
    Sec. 104.05. Corporate name of domestic or foreign
corporation.
    (a) The corporate name of a domestic corporation or of a
foreign corporation organized, existing or subject to the
provisions of this Act:
        (1) May contain, separate and apart from any other word
    or abbreviation in such name, the word "corporation,"
    "company," "incorporated," or "limited," or an
    abbreviation of one of such words;
        (2) Must end with the letters "NFP" if the corporate
    name contains any word or phrase which indicates or implies
    that the corporation is organized for any purpose other
    than a purpose for which corporations may be organized
    under this Act or a purpose other than a purpose set forth
    in the corporation's articles of incorporation;
        (3) Shall be distinguishable upon the records in the
    office of the Secretary of State from the name or assumed
    name of any domestic corporation or limited liability
    company organized under the Limited Liability Company Act,
    whether for profit or not for profit, existing under any
    Act of this State or the name or assumed name of any
    foreign corporation or foreign limited liability company
    registered under the Limited Liability Company Act,
    whether for profit or not for profit, authorized to
    transact business or conduct affairs in this State, or a
    name the exclusive right to which is, at the time, reserved
    or registered in the manner provided in this Act or Section
    1-15 of the Limited Liability Company Act, except that,
    subject to the discretion of the Secretary of State, a
    foreign corporation that has a name prohibited by this
    paragraph may be granted authority to conduct its affairs
    in this State, if the foreign corporation:
            (i) Elects to adopt an assumed corporation name or
        names in accordance with Section 104.15 of this Act;
        and
            (ii) Agrees in its application for authority to
        conduct affairs in this State only under such assumed
        corporate name or names;
        (4) Shall not contain a word or phrase, or an
    abbreviation or derivation thereof, the use of which is
    prohibited or restricted by any other statute of this State
    unless such restriction has been complied with;
        (5) Shall consist of letters of the English alphabet,
    Arabic or Roman numerals, or symbols capable of being
    readily reproduced by the office of the Secretary of State;
        (6) Shall not contain the words "regular democrat,"
    "regular democratic," "regular republican," "democrat,"
    "democratic," or "republican," nor the name of any other
    established political party, unless consent to usage of
    such words or name is given to the corporation by the State
    central committee of such established political party;
    notwithstanding any other provisions of this Act, any
    corporation, whose name at the time this amendatory Act
    takes effect contains any of the words listed in this
    paragraph shall certify to the Secretary of State no later
    than January 1, 1989, that consent has been given by the
    State central committee; consent given to a corporation by
    the State central committee to use the above listed words
    may be revoked upon notification to the corporation and the
    Secretary of State; and
        (7) Shall be the name under which the corporation shall
    conduct affairs in this State unless the corporation shall
    also elect to adopt an assumed corporate name or names as
    provided in this Act; provided, however, that the
    corporation may use any divisional designation or trade
    name without complying with the requirements of this Act,
    provided the corporation also clearly discloses its
    corporate name. ; and
        (8) (Blank). Shall not, as to any corporation organized
    or amending its corporate name on or after April 3, 2009
    (the effective date of Public Act 96-7), without the
    express written consent of the United States Olympic
    Committee, contain the words: (i) "Olympic"; (ii)
    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
    "Citius Altius Fortius"; (vi) "CHICOG"; or (vii) "Chicago
    2016".
    (b) The Secretary of State shall determine whether a name
is "distinguishable" from another name for purposes of this
Act. Without excluding other names which may not constitute
distinguishable names in this State, a name is not considered
distinguishable, for purposes of this Act, solely because it
contains one or more of the following:
        (1) The word "corporation," "company," "incorporated,"
    or "limited" or an abbreviation of one of such words;
        (2) Articles, conjunctions, contractions,
    abbreviations, different tenses or number of the same word.
    (c) Nothing in this Section or Sections 104.15 or 104.20 of
this Act shall:
        (1) Require any domestic corporation existing or any
    foreign corporation having authority to conduct affairs on
    the effective date of this Act, to modify or otherwise
    change its corporate name or assumed corporate name, if
    any; or
        (2) 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 with respect
    to the right to acquire and protect copyrights, trade
    names, trade marks, service names, service marks, or any
    other right to the exclusive use of name or symbols.
(Source: P.A. 96-7, eff. 4-3-09; 96-66, eff. 1-1-10; 96-328,
eff. 8-11-09; 96-1000, eff. 7-2-10.)
 
    Section 15. The Limited Liability Company Act is amended by
changing Section 50-15 as follows:
 
    (805 ILCS 180/50-15)
    Sec. 50-15. Penalty.
    (a) The Secretary of State shall declare any limited
liability company or foreign limited liability company to be
delinquent and not in good standing if any of the following
occur:
        (1) It has failed to file its annual report and pay the
    requisite fee as required by this Act before the first day
    of the anniversary month in the year in which it is due.
        (2) It has failed to appoint and maintain a registered
    agent in Illinois within 60 days of notification of the
    Secretary of State by the resigning registered agent.
        (3) (Blank).
    (b) If the limited liability company or foreign limited
liability company has not corrected the default within the time
periods prescribed by this Act, the Secretary of State shall be
empowered to invoke any of the following penalties:
        (1) For failure or refusal to comply with subsection
    (a) of this Section before the first day of the second
    month after the anniversary month within 60 days after the
    due date, a penalty of $100 $300 plus $100 for each year or
    fraction thereof beginning with the second year of
    delinquency until returned to good standing or until
    reinstatement is effected.
        (2) The Secretary of State shall not file any
    additional documents, amendments, reports, or other papers
    relating to any limited liability company or foreign
    limited liability company organized under or subject to the
    provisions of this Act until any delinquency under
    subsection (a) is satisfied.
        (3) In response to inquiries received in the Office of
    the Secretary of State from any party regarding a limited
    liability company that is delinquent, the Secretary of
    State may show the limited liability company as not in good
    standing.
(Source: P.A. 93-32, eff. 12-1-03; 94-605, eff. 1-1-06.)

Effective Date: 1/1/2019