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91_HB2991eng
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1 AN ACT concerning business names.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is
5 amended by adding Section 3.25 and by changing Sections 4.15
6 and 16.05 as follows:
7 (805 ILCS 5/3.25 new)
8 Sec. 3.25. Locale misrepresentation.
9 (a) A foreign corporation may not intentionally
10 misrepresent in the conduct of its business the corporation's
11 geographic origin or location on a sign, advertisement, or
12 telephone listing by using an Illinois or toll-free telephone
13 number that when called is forwarded or otherwise transferred
14 to a business location outside Illinois.
15 (b) A person shall not advertise or cause to be listed
16 in a telephone directory an assumed or fictitious business
17 name that intentionally misrepresents where the business is
18 actually located or operating or falsely states that the
19 business is located or operating in the area covered by the
20 telephone directory. This subsection (b) does not apply to a
21 telephone service provider or to the publisher or distributor
22 of a telephone service directory, unless the conduct
23 prescribed in this subsection (b) is on behalf of that
24 telephone service provider or that publisher or distributor.
25 (c) This Section does not apply to any foreign
26 corporation, the stock of which is traded on a national stock
27 exchange, that has gross annual revenues in excess of
28 $100,000,000.
29 (d) A foreign corporation that violates this Section is
30 guilty of a petty offense and must be fined not less than
31 $501 and not more than $1,000. A foreign corporation is
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1 guilty of an additional offense for each additional day in
2 violation of this Section.
3 (805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
4 Sec. 4.15. Assumed corporate name.
5 (a) A domestic corporation or a foreign corporation
6 admitted to transact business or attempting to gain admission
7 to transact business may elect to adopt an assumed corporate
8 name that complies with the requirements of paragraphs (2),
9 (3), (4), (5) and (6) of subsection (a) of Section 4.05 of
10 this Act with respect to corporate names.
11 (b) As used in this Act, "assumed corporate name" means
12 any corporate name other than the true corporate name, except
13 that the following shall not constitute the use of an assumed
14 corporate name under this Act:
15 (1) the identification by a corporation of its
16 business with a trademark or service mark of which it is
17 the owner or licensed user; and
18 (2) the use of a name of a division, not separately
19 incorporated and not containing the word "corporation",
20 "incorporated", or "limited" or an abbreviation of one of
21 such words, provided the corporation also clearly
22 discloses its corporate name.
23 (c) Before transacting any business in this State under
24 an assumed corporate name or names, the corporation shall,
25 for each assumed corporate name, pursuant to resolution by
26 its board of directors, execute and file in duplicate in
27 accordance with Section 1.10 of this Act, an application
28 setting forth:
29 (1) The true corporate name.
30 (2) The state or country under the laws of which it
31 is organized.
32 (3) That it intends to transact business under an
33 assumed corporate name.
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1 (4) The assumed corporate name which it proposes to
2 use.
3 (d) The right to use an assumed corporate name shall be
4 effective from the date of filing by the Secretary of State
5 until the first day of the anniversary month of the
6 corporation that falls within the next calendar year evenly
7 divisible by 5 five, however, if an application is filed
8 within the 2 months immediately preceding the anniversary
9 month of a corporation that falls within a calendar year
10 evenly divisible by 5 five, the right to use the assumed
11 corporate name shall be effective until the first day of the
12 anniversary month of the corporation that falls within the
13 next succeeding calendar year evenly divisible by 5 five.
14 (e) A corporation shall renew the right to use its
15 assumed corporate name or names, if any, within the 60 sixty
16 days preceding the expiration of such right, for a period of
17 5 five years, by making an election to do so at the time of
18 filing its annual report form and by paying the renewal fee
19 as prescribed by this Act.
20 (f) Once an application for an assumed corporate name
21 has been filed by the Secretary of State, one copy thereof
22 may be filed for record in the office of the recorder of the
23 county in which the registered office of the corporation is
24 situated in this State.
25 (g) A foreign corporation may not use an assumed or
26 fictitious name in the conduct of its business to
27 intentionally misrepresent the geographic origin or location
28 of the corporation within Illinois.
29 (Source: P.A. 84-924.)
30 (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
31 Sec. 16.05. Penalties and interest imposed upon
32 corporations.
33 (a) Each corporation, domestic or foreign, that fails or
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1 refuses to file any annual report or report of cumulative
2 changes in paid-in capital and pay any franchise tax due
3 pursuant to the report prior to the first day of its
4 anniversary month or, in the case of a corporation which has
5 established an extended filing month, the extended filing
6 month of the corporation shall pay a penalty of 10% of the
7 amount of any delinquent franchise tax due for the report.
8 (b) Each corporation, domestic or foreign, that fails or
9 refuses to file a report of issuance of shares or increase in
10 paid-in capital within the time prescribed by this Act is
11 subject to a penalty on any obligation occurring prior to
12 January 1, 1991, and interest on those obligations on or
13 after January 1, 1991, for each calendar month or part of
14 month that it is delinquent in the amount of 1% of the amount
15 of license fees and franchise taxes provided by this Act to
16 be paid on account of the issuance of shares or increase in
17 paid-in capital.
18 (c) Each corporation, domestic or foreign, that fails or
19 refuses to file a report of cumulative changes in paid-in
20 capital or report following merger within the time prescribed
21 by this Act is subject to interest on or after January 1,
22 1992, for each calendar month or part of month that it is
23 delinquent, in the amount of 1% of the amount of franchise
24 taxes provided by this Act to be paid on account of the
25 issuance of shares or increase in paid-in capital disclosed
26 on the report of cumulative changes in paid-in capital or
27 report following merger, or $1, whichever is greater.
28 (d) If the annual franchise tax, or the supplemental
29 annual franchise tax for any 12-month period commencing July
30 1, 1968, or July 1 of any subsequent year through June 30,
31 1983, assessed in accordance with this Act, is not paid by
32 July 31, it is delinquent, and there is added a penalty prior
33 to January 1, 1991, and interest on and after January 1,
34 1991, of 1% for each month or part of month that it is
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1 delinquent commencing with the month of August, or $1,
2 whichever is greater.
3 (e) If the supplemental annual franchise tax assessed in
4 accordance with the provisions of this Act for the 12-month
5 period commencing July 1, 1967, is not paid by September 30,
6 1967, it is delinquent, and there is added a penalty prior to
7 January 1, 1991, and interest on and after January 1, 1991,
8 of 1% for each month or part of month that it is delinquent
9 commencing with the month of October, 1967.
10 (f) If any annual franchise tax for any period beginning
11 on or after July 1, 1983, is not paid by the time period
12 herein prescribed, it is delinquent and there is added a
13 penalty prior to January 1, 1991, and interest on and after
14 January 1, 1991, of 1% for each month or part of a month that
15 it is delinquent commencing with the anniversary month or in
16 the case of a corporation that has established an extended
17 filing month, the extended filing month, or $1, whichever is
18 greater.
19 (g) Any corporation, domestic or foreign, failing to pay
20 the prescribed fee for assumed corporate name renewal when
21 due and payable shall be given notice of nonpayment by the
22 Secretary of State by regular mail; and if the fee together
23 with a penalty fee of $5 is not paid within 90 days after the
24 notice is mailed, the right to use the assumed name shall
25 cease.
26 (h) Any corporation which (i) puts forth any sign, or
27 advertisement, or telephone listing, assuming any name other
28 than that by which it is incorporated or otherwise authorized
29 by law to act or (ii) violates Section 3.25, shall be guilty
30 of a Class C misdemeanor and shall be deemed guilty of an
31 additional offense for each day it shall continue to so
32 offend.
33 (i) Each corporation, domestic or foreign, that fails or
34 refuses (1) to file in the office of the recorder within the
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1 time prescribed by this Act any document required by this Act
2 to be so filed, or (2) to answer truthfully and fully within
3 the time prescribed by this Act interrogatories propounded by
4 the Secretary of State in accordance with this Act, or (3) to
5 perform any other act required by this Act to be performed by
6 the corporation, is guilty of a Class C misdemeanor.
7 (j) Each corporation that fails or refuses to file
8 articles of revocation of dissolution within the time
9 prescribed by this Act is subject to a penalty for each
10 calendar month or part of the month that it is delinquent in
11 the amount of $50.
12 (Source: P.A. 91-464, eff. 1-1-00.)
13 Section 10. The General Not For Profit Corporation Act
14 of 1986 is amended by adding Section 103.25 and by changing
15 Sections 104.15 and 116.05 as follows:
16 (805 ILCS 105/103.25 new)
17 Sec. 103.25. Locale misrepresentation.
18 (a) A foreign corporation may not intentionally
19 misrepresent in the conduct of its business the corporation's
20 geographic origin or location on a sign, advertisement, or
21 telephone listing by using an Illinois or toll-free telephone
22 number that when called is forwarded or otherwise transferred
23 to a business location outside Illinois.
24 (b) A person shall not advertise or cause to be listed
25 in a telephone directory an assumed or fictitious business
26 name that intentionally misrepresents where the business is
27 actually located or operating or falsely states that the
28 business is located or operating in the area covered by the
29 telephone directory. This subsection (b) does not apply to a
30 telephone service provider or to the publisher or distributor
31 of a telephone service directory, unless the conduct
32 prescribed in this subsection (b) is on behalf of that
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1 telephone service provider or that publisher or distributor.
2 (c) A foreign not-for-profit corporation that violates
3 this Section is guilty of a petty offense and must be fined
4 not less than $501 and not more than $1,000. A foreign
5 not-for-profit corporation is guilty of an additional offense
6 for each additional day in violation of this Section.
7 (805 ILCS 105/104.15) (from Ch. 32, par. 104.15)
8 Sec. 104.15. Assumed corporate name.
9 (a) A domestic corporation or a foreign corporation
10 admitted to conduct affairs or attempting to gain admission
11 to conduct affairs may elect to adopt an assumed corporate
12 name that complies with the requirements of subsection (a) of
13 Section 104.05 of this Act with respect to corporate names.
14 (b) As used in this Act, "assumed corporate name" means
15 any corporate name other than the true corporate name, except
16 that the following shall not constitute the use of an assumed
17 corporate name under this Act:
18 (1) The identification by a corporation of the
19 conduct of its affairs with a trademark or service mark
20 of which it is the owner or licensed user; or
21 (2) The use of the name of a division, not
22 separately incorporated and not containing the word
23 "corporation," "incorporated," or "limited" or an
24 abbreviation of one of such words, provided the
25 corporation also clearly discloses its corporate name.
26 (c) Before conducting any affairs in this State under an
27 assumed corporate name or names, the corporation shall, for
28 each assumed corporate name, pursuant to resolution by its
29 board of directors, execute and file in accordance with
30 Section 101.10 of this Act, an application setting forth:
31 (1) The true corporate name;
32 (2) The State or country under the laws of which it
33 is organized;
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1 (3) That it intends to conduct affairs under an
2 assumed corporate name;
3 (4) The assumed corporate name which it proposes to
4 use.
5 (d) The right to use an assumed corporate name shall be
6 effective from the date of filing by the Secretary of State
7 until the first day of the anniversary month of the
8 corporation that falls within the next calendar year evenly
9 divisible by 5 five, except that if an application is filed
10 within the 2 two months immediately preceding the anniversary
11 month of a corporation that falls within a calendar year
12 evenly divisible by 5 five, the right to use the assumed
13 corporate name shall be effective until the first day of the
14 anniversary month of the corporation that falls within the
15 next succeeding calendar year evenly divisible by 5 five.
16 (e) A corporation shall renew the right to use its
17 assumed corporate name or names, if any, within the 60 sixty
18 days preceding the expiration of such right, for a period of
19 5 five years, by making an election to do so at the time of
20 filing its annual report form and by paying the renewal fee
21 as prescribed by this Act.
22 (f) Once an application for an assumed corporate name
23 has been filed by the Secretary of State, one copy thereof
24 may be filed for record in the office of the Recorder of the
25 county in which the registered office of the corporation is
26 situated in this State.
27 (g) A foreign corporation may not use an assumed or
28 fictitious name in the conduct of its business to
29 intentionally misrepresent the geographic origin or location
30 of the corporation within Illinois.
31 (Source: P.A. 84-1423.)
32 (805 ILCS 105/116.05) (from Ch. 32, par. 116.05)
33 Sec. 116.05. Penalties imposed upon corporations. (a)
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1 Each corporation, domestic or foreign, that fails or refuses
2 to file its annual report prior to the first day of its
3 anniversary month shall pay a penalty of $3.
4 (b) Any corporation, domestic or foreign, failing to pay
5 the prescribed fee for assumed corporate name renewal when
6 due and payable shall be given notice of such nonpayment by
7 the Secretary of State by regular mail; and if such fee
8 together with a penalty fee of $5 is not paid within 90 days
9 after such notice is mailed, the right to use such assumed
10 name shall cease.
11 (c) Any corporation which (i) puts forth any sign, or
12 advertisement, or telephone listing, assuming any name other
13 than that by which it is incorporated or otherwise authorized
14 by law to act or (ii) violates Section 103.25, shall be
15 guilty of a Class C misdemeanor and shall be deemed guilty of
16 an additional offense for each day it shall continue to so
17 offend.
18 (d) Each corporation, domestic or foreign, that fails or
19 refuses (1) to answer truthfully and fully within the time
20 prescribed by this Act interrogatories propounded by the
21 Secretary of State in accordance with this Act, or (2) to
22 perform any other act required by this Act to be performed by
23 the corporation, is guilty of a Class C misdemeanor.
24 (e) Each corporation that fails or refuses to file
25 articles of revocation of dissolution within the time period
26 prescribed by this Act is subject to a penalty for each
27 calendar month or part of the month that it is delinquent in
28 the amount of $25.00.
29 (Source: P.A. 85-1269.)
30 Section 15. The Merger of Not For Profit Corporations
31 Act is amended by changing Section 1 and adding Section 1.5
32 as follows:
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1 (805 ILCS 120/1) (from Ch. 32, par. 188a)
2 Sec. 1. Name. Any 2 two or more societies, corporations
3 or associations of the same or a similar nature, organized
4 under any special or general law of this State, or of any
5 State of these United States pertaining to corporations not
6 for pecuniary profit for the purpose of conducting any kind
7 of business or enterprise for any lawful purpose other than
8 for pecuniary profit including religious corporations, may
9 merge or consolidate into a single corporation. The
10 corporation formed by the merger or consolidation may take
11 either the name of one of such merging or consolidating
12 corporations; provided, said name is not the same as or
13 similar to that of a corporation then existing under the laws
14 of this State or of a foreign corporation licensed to do
15 business in this State, or a new name not the same as or
16 similar to that of a corporation then existing under the laws
17 of this State or of a foreign corporation licensed to do
18 business in this State.
19 A foreign corporation may not use or take an assumed or
20 fictitious name in the conduct of its business that
21 intentionally misrepresents the geographic origin or location
22 of the corporation within Illinois.
23 (Source: Laws 1935, p. 618.)
24 (805 ILCS 120/1.5 new)
25 Sec. 1.5. Locale misrepresentation.
26 (a) A foreign corporation may not intentionally
27 misrepresent in the conduct of its business the corporation's
28 geographic origin or location on a sign, advertisement, or
29 telephone listing by using an Illinois or toll-free telephone
30 number that when called is forwarded or otherwise transferred
31 to a business location outside Illinois.
32 (b) A person shall not advertise or cause to be listed
33 in a telephone directory an assumed or fictitious business
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1 name that intentionally misrepresents where the business is
2 actually located or operating or falsely states that the
3 business is located or operating in the area covered by the
4 telephone directory. This subsection (b) does not apply to a
5 telephone service provider or to the publisher or distributor
6 of a telephone service directory, unless the conduct
7 prescribed in this subsection (b) is on behalf of that
8 telephone service provider or that publisher or distributor.
9 (c) A foreign not-for-profit corporation that violates
10 this Section is guilty of a petty offense and must be fined
11 not less than $501 and not more than $1,000. A foreign
12 not-for-profit corporation is guilty of an additional offense
13 for each additional day in violation of this Section.
14 Section 20. The Limited Liability Company Act is amended
15 by changing Section 1-20 and adding Section 1-27 as follows:
16 (805 ILCS 180/1-20)
17 Sec. 1-20. Assumed name.
18 (a) A limited liability company or a foreign limited
19 liability company admitted to transact business or making
20 application for admission to transact business in Illinois
21 may elect to adopt an assumed name that complies with the
22 requirements of Section 1-10 of this Act except (a)(1) shall
23 contain the term "limited liability company", "L.L.C.", or
24 "LLC".
25 (a-5) As used in this Act, "assumed name" means any name
26 other than the true limited liability company name, except
27 that the following do not constitute the use of an assumed
28 name under this Act:
29 (1) A limited liability company's identification of
30 its business with a trademark or service mark of which
31 the company is the owner or licensed user.
32 (2) The use of a name of a division, not containing
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1 the word "limited", "liability", or "company" or an
2 abbreviation of one of those words, provided that the
3 limited liability company also clearly discloses its true
4 name.
5 (b) Before transacting any business in Illinois under an
6 assumed limited liability company name or names, the limited
7 liability company shall, for each assumed name, execute and
8 file in duplicate an application setting forth all of the
9 following:
10 (1) The true limited liability company name.
11 (2) The state or country under the laws of which it
12 is organized.
13 (3) That it intends to transact business under an
14 assumed limited liability company name.
15 (4) The assumed name that it proposes to use.
16 (c) The right to use an assumed name shall be effective
17 from the date of filing by the Secretary of State until the
18 first day of the anniversary month of the limited liability
19 company that falls within the next calendar year evenly
20 divisible by 5. However, if an application is filed within
21 the 2 months immediately preceding the anniversary month of a
22 limited liability company that falls within a calendar year
23 evenly divisible by 5, the right to use the assumed name
24 shall be effective until the first day of the anniversary
25 month of the limited liability company that falls within the
26 next succeeding calendar year evenly divisible by 5.
27 (d) A limited liability company shall renew the right to
28 use its assumed name or names, if any, within the 60 days
29 preceding the expiration of the right, for a period of 5
30 years, by making an election to do so at the time of filing
31 its annual report form and by paying the renewal fee as
32 prescribed by this Act.
33 (e) A limited liability company or foreign limited
34 liability company may change or cancel any or all of its
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1 assumed names by executing and filing an application setting
2 forth all of the following:
3 (1) The true limited liability company name.
4 (2) The state or country under the laws of which it
5 is organized.
6 (3) That it intends to cease transacting business
7 under an assumed name by changing or cancelling it.
8 (4) The assumed name to be changed or cancelled.
9 (5) If the assumed name is to be changed, the
10 assumed name that the limited liability company proposes
11 to use.
12 (f) Upon the filing of an application to change an
13 assumed name, the limited liability company shall have the
14 right to use the assumed name for the balance of the period
15 authorized.
16 (g) The right to use an assumed name shall be cancelled
17 by the Secretary of State if any of the following occurs:
18 (1) The limited liability company fails to renew an
19 assumed name.
20 (2) The limited liability company has filed an
21 application to change or cancel the assumed name.
22 (3) A limited liability company has been dissolved.
23 (4) A foreign limited liability company has had its
24 admission to do business in Illinois revoked.
25 (h) Any limited liability company or foreign limited
26 liability company failing to pay the prescribed fee for
27 assumed name renewal when due and payable shall be given
28 notice of nonpayment by the Secretary of State by regular
29 mail. If the fee, together with a late fee of $100, is not
30 paid within 60 days after the notice is mailed, the right to
31 use the assumed name shall cease. Any limited liability
32 company or foreign limited liability company that (i) puts
33 forth any sign, or advertisement, or telephone listing
34 assuming any name other than that under which it is organized
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1 or otherwise authorized by law to act or (ii) violates
2 Section 1-27 is guilty of a petty business offense and shall
3 be fined not less than $501 and not more than $1,000. A
4 limited liability company or foreign limited liability
5 company shall be deemed guilty of an additional offense for
6 each day it shall continue to so offend. Each limited
7 liability company or foreign limited liability company that
8 fails or refuses (1) to answer truthfully and fully within
9 the time prescribed by this Act interrogatories propounded by
10 the Secretary of State in accordance with this Act or (2) to
11 perform any other act required by this Act to be performed by
12 the limited liability company or foreign limited liability
13 company is guilty of a petty business offense and shall be
14 fined not less than $501 and not more than $1,000.
15 (i) A foreign limited liability company may not use an
16 assumed or fictitious name in the conduct of its business to
17 intentionally misrepresent the geographic origin or location
18 of the company.
19 (Source: P.A. 91-354, eff. 1-1-00.)
20 (805 ILCS 180/1-27 new)
21 Sec. 1-27. Locale misrepresentation.
22 (a) A foreign limited liability company may not
23 intentionally misrepresent in the conduct of its business the
24 company's geographic origin or location on a sign,
25 advertisement, or telephone listing by using an Illinois or
26 toll-free telephone number that when called is forwarded or
27 otherwise transferred to a business location outside
28 Illinois.
29 (b) A person shall not advertise or cause to be listed
30 in a telephone directory an assumed or fictitious business
31 name that intentionally misrepresents where the business is
32 actually located or operating or falsely states that the
33 business is located or operating in the area covered by the
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1 telephone directory. This subsection (b) does not apply to a
2 telephone service provider or to the publisher or distributor
3 of a telephone service directory, unless the conduct
4 prescribed in this subsection (b) is on behalf of that
5 telephone service provider or that publisher or distributor.
6 (c) This Section does not apply to any foreign limited
7 liability company that has gross annual revenues in excess of
8 $100,000,000.
9 (d) A foreign limited liability company that violates
10 this Section is guilty of a petty offense and must be fined
11 not less than $501 and not more than $1,000. A foreign
12 limited liability company is guilty of an additional offense
13 for each additional day in violation of this Section.
14 Section 25. The Uniform Partnership Act is amended by
15 adding Section 6.5 and changing Section 8.2 as follows:
16 (805 ILCS 205/6.5 new)
17 Sec. 6.5. Prohibited name; locale misrepresentation.
18 (a) A foreign partnership may not use an assumed or
19 fictitious name in the conduct of its business to
20 intentionally misrepresent the geographic origin or location
21 of the partnership.
22 (b) A foreign partnership may not intentionally
23 misrepresent in the conduct of its business the partnership's
24 geographic origin or location on a sign, advertisement, or
25 telephone listing by using an Illinois or toll-free telephone
26 number that when called is forwarded or otherwise transferred
27 to a business location outside Illinois.
28 This subsection (b) does not apply to any foreign
29 partnership that has gross annual revenues in excess of
30 $100,000,000.
31 (c) A person shall not advertise or cause to be listed
32 in a telephone directory an assumed or fictitious business
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1 name that intentionally misrepresents where the business is
2 actually located or operating or falsely states that the
3 business is located or operating in the area covered by the
4 telephone directory. This subsection (c) does not apply to a
5 telephone service provider or to the publisher or distributor
6 of a telephone service directory, unless the conduct
7 prescribed in this subsection (c) is on behalf of that
8 telephone service provider or that publisher or distributor.
9 This subsection (c) does not apply to any foreign
10 partnership that has gross annual revenues in excess of
11 $100,000,000.
12 (d) A foreign partnership that violates this Section is
13 guilty of a petty offense and must be fined not less than
14 $501 and not more than $1,000. A foreign partnership is
15 guilty of an additional offense for each additional day in
16 violation of this Section.
17 (805 ILCS 205/8.2)
18 Sec. 8.2. Name of registered limited liability
19 partnership; misrepresentation.
20 (a) The name of a registered limited liability
21 partnership shall contain the words "Registered Limited
22 Liability Partnership" or the abbreviation "L.L.P." or the
23 designation "LLP" as the last words or letters of its name.
24 (b) A foreign partnership may not use an assumed or
25 fictitious name in the conduct of its business to
26 intentionally misrepresent the geographic origin or location
27 of the partnership. A foreign partnership may not
28 intentionally misrepresent in the conduct of its business the
29 partnership's geographic origin or location on a sign,
30 advertisement, or telephone listing by using an Illinois or
31 toll-free telephone number that when called is forwarded or
32 otherwise transferred to a business location outside
33 Illinois.
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1 This subsection (b) does not apply to any foreign limited
2 liability partnership that has gross annual revenues in
3 excess of $100,000,000.
4 (c) A person shall not advertise or cause to be listed
5 in a telephone directory an assumed or fictitious business
6 name that intentionally misrepresents where the business is
7 actually located or operating or falsely states that the
8 business is located or operating in the area covered by the
9 telephone directory. This subsection (c) does not apply to a
10 telephone service provider or to the publisher or distributor
11 of a telephone service directory, unless the conduct
12 prescribed in this subsection (c) is on behalf of that
13 telephone service provider or that publisher or distributor.
14 This subsection (c) does not apply to any foreign limited
15 liability partnership that has gross annual revenues in
16 excess of $100,000,000.
17 (d) A foreign limited liability partnership that violates
18 this Section is guilty of a petty offense and must be fined
19 not less than $501 and not more than $1,000. A foreign
20 limited liability partnership is guilty of an additional
21 offense for each additional day in violation of this Section.
22 (Source: P.A. 88-573, eff. 8-11-94.)
23 Section 30. The Revised Uniform Limited Partnership Act
24 is amended by changing Section 102 and adding Section 105.5
25 as follows:
26 (805 ILCS 210/102) (from Ch. 106 1/2, par. 151-3)
27 Sec. 102. Name.
28 (a) The name of each limited partnership as set forth in
29 its certificate of limited partnership:
30 (1) shall contain the words "limited partnership"
31 or the abbreviation "L.P.";
32 (2) may not contain the name of a limited partner
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1 unless (i) it is also the name of a general partner or
2 the corporate name of a corporate general partner, or
3 (ii) the business of the limited partnership had been
4 carried on under the name before the admission of that
5 limited partner as a limited partner;
6 (3) may not contain a word or phrase, or an
7 abbreviation or derivation thereof, the use of which is
8 prohibited or restricted by any other statute of this
9 State unless such restriction has been complied with;
10 (4) shall consist of letters of the English
11 alphabet, Arabic or Roman numerals, or symbols capable of
12 being readily reproduced by the Office of the Secretary
13 of State; and
14 (5) shall not contain any of the following terms:
15 "Corporation", "Corp.", "Incorporated", "Inc.", "Company"
16 or "Co."; and.
17 (6) may not contain an assumed or fictitious name
18 for the conduct of its business to intentionally
19 misrepresent the origin or location of the partnership.
20 (b) Nothing in this Section or Section 108 shall:
21 (1) require any limited partnership existing under
22 the "Uniform Limited Partnership Act", filed June 28,
23 1917, as amended, to modify or otherwise change its name;
24 or
25 (2) abrogate or limit the common law or statutory
26 law of unfair competition or unfair trade practices, nor
27 derogate from the common law or principles of equity or
28 the statutes of this State or of the United States with
29 respect to the right to acquire and protect copyrights,
30 trade names, trademarks, service marks, service names, or
31 any other right to the exclusive use of names or symbols.
32 (c) Except for subsection (i) of Section 108, a limited
33 partnership under this Act shall not be subject to the
34 provisions of the Assumed Business Name Act "An Act in
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1 relation to the use of an assumed name in the conduct or
2 transaction of business in this State", approved July 17,
3 1941, as amended.
4 (Source: P.A. 86-836.)
5 (805 ILCS 210/105.5 new)
6 Sec. 105.5. Locale misrepresentation.
7 (a) A foreign limited partnership may not intentionally
8 misrepresent in the conduct of its business the partnership's
9 geographic origin or location on a sign, advertisement, or
10 telephone listing by using an Illinois or toll-free telephone
11 number that when called is forwarded or otherwise transferred
12 to a business location outside Illinois. A partnership that
13 violates this Section is guilty of a petty offense and must
14 be fined not less than $501 and not more than $1,000. A
15 partnership is guilty of an additional offense for each
16 additional day in violation of this Section.
17 (b) A person shall not advertise or cause to be listed
18 in a telephone directory an assumed or fictitious business
19 name that intentionally misrepresents where the business is
20 actually located or operating or falsely states that the
21 business is located or operating in the area covered by the
22 telephone directory. This subsection (b) does not apply to a
23 telephone service provider or to the publisher or distributor
24 of a telephone service directory, unless the conduct
25 prescribed in this subsection (b) is on behalf of that
26 telephone service provider or that publisher or distributor.
27 (c) This Section does not apply to any foreign limited
28 partnership that has gross annual revenues in excess of
29 $100,000,000.
30 (d) A foreign limited partnership that violates this
31 Section is guilty of a petty offense and must be fined not
32 less than $501 and not more than $1,000. A foreign limited
33 partnership is guilty of an additional offense for each
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1 additional day in violation of this Section.
2 Section 35. The Assumed Business Name Act is amended by
3 changing Section 1 and adding Section 3b as follows:
4 (805 ILCS 405/1) (from Ch. 96, par. 4)
5 Sec. 1. Certificate; misrepresentation. No person or
6 persons shall conduct or transact business in this State
7 under an assumed name, or under any designation, name or
8 style, corporate or otherwise, other than the real name or
9 names of the individual or individuals conducting or
10 transacting such business, unless such person or persons
11 shall file in the office of the County Clerk of the County in
12 which such person or persons conduct or transact or intend to
13 conduct or transact such business, a certificate setting
14 forth the name under which the business is, or is to be,
15 conducted or transacted, and the true or real full name or
16 names of the person or persons owning, conducting or
17 transacting the same, with the post office address or
18 addresses of such person or persons and every address where
19 such business is, or is to be, conducted or transacted in the
20 county. The certificate shall be executed and duly
21 acknowledged by the person or persons so conducting or
22 intending to conduct the business.
23 Notice of the filing of such certificate shall be
24 published in a newspaper of general circulation published
25 within the county in which the certificate is filed. Such
26 notice shall be published once a week for 3 consecutive
27 weeks. The first publication shall be within 15 days after
28 the certificate is filed in the office of the County Clerk.
29 Proof of publication shall be filed with the County Clerk
30 within 50 days from the date of filing the certificate. Upon
31 receiving proof of publication, the clerk shall issue a
32 receipt to the person filing such certificate but no
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1 additional charge shall be assessed by the clerk for giving
2 such receipt. Unless proof of publication is made to the
3 clerk, the certificate of registration of the assumed name is
4 void.
5 If any person changes his name or his residence address
6 or the address of any place of business in the county where
7 such assumed name is being employed after filing a
8 certificate, or if the name of a person is added to any
9 business organization for which a certificate is on file,
10 such person shall file an additional, duly acknowledged
11 certificate in the office of the County Clerk of the county
12 in which such person transacts business under an assumed
13 name. The certificate shall set out the change or addition as
14 the case may be. Such certificate shall also set out the post
15 office address of the person. If any business organization
16 for which such certificate has been filed in any county of
17 this State shall remove its place of business to another
18 county in this State or shall establish an additional
19 location for doing business in another county of this State,
20 a certificate shall be filed in the office of the County
21 Clerk of such other county and notice of the filing of such
22 certificate of a change or addition of a name shall be
23 published and proof of publication made pursuant to the
24 provisions of this section in the same manner as is provided
25 for original certificates to do business under an assumed
26 name.
27 A foreign person or foreign entity may not use an assumed
28 or fictitious name in the conduct of its business to
29 intentionally misrepresent the origin or location of the
30 person or entity.
31 (Source: P.A. 86-622.)
32 (805 ILCS 405/3b new)
33 Sec. 3b. Locale misrepresentation.
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1 (a) A foreign person or foreign entity may not
2 intentionally misrepresent in the conduct of its business the
3 geographic origin or location of the person or entity on a
4 sign, advertisement, or telephone listing by using an
5 Illinois or toll-free telephone number that when called is
6 forwarded or otherwise transferred to a business location
7 outside Illinois.
8 (b) A person shall not advertise or cause to be listed
9 in a telephone directory an assumed or fictitious business
10 name that intentionally misrepresents where the business is
11 actually located or operating or falsely states that the
12 business is located or operating in the area covered by the
13 telephone directory. This subsection (b) does not apply to a
14 telephone service provider or to the publisher or distributor
15 of a telephone service directory, unless the conduct
16 prescribed in this subsection (b) is on behalf of that
17 telephone service provider or that publisher or distributor.
18 (c) This Section does not apply to any foreign person or
19 foreign entity that has gross annual revenues in excess of
20 $100,000,000.
21 (d) A foreign limited partnership that violates this
22 Section is guilty of a petty offense and must be fined not
23 less than $501 and not more than $1,000. A foreign limited
24 partnership is guilty of an additional offense for each
25 additional day in violation of this Section.
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