Full Text of HB4578 100th General Assembly
HB4578ham003 100TH GENERAL ASSEMBLY | Rep. Jay Hoffman Filed: 4/23/2018
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| 1 | | AMENDMENT TO HOUSE BILL 4578
| 2 | | AMENDMENT NO. ______. Amend House Bill 4578, AS AMENDED, by | 3 | | replacing everything after the enacting clause with the | 4 | | following:
| 5 | | "Section 5. The Business Corporation Act of 1983 is amended | 6 | | by changing Sections 4.05 and 4.15 as follows:
| 7 | | (805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
| 8 | | Sec. 4.05. Corporate name of domestic or foreign | 9 | | corporation.
| 10 | | (a) The corporate name of a domestic corporation or of a | 11 | | foreign
corporation organized, existing or subject to the | 12 | | provisions of this Act:
| 13 | | (1) Shall contain, separate and apart from any other | 14 | | word or abbreviation
in such name, the word "corporation", | 15 | | "company", "incorporated", or "limited",
or an | 16 | | abbreviation of one of such words, and if the name of a |
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| 1 | | foreign
corporation does not contain, separate and apart | 2 | | from any other word or
abbreviation, one of such words or | 3 | | abbreviations, the corporation shall add
at the end of its | 4 | | name, as a separate word or abbreviation, one of such
words | 5 | | or an abbreviation of one of such words.
| 6 | | (2) Shall not contain any word or phrase which | 7 | | indicates or implies
that the corporation (i) is authorized | 8 | | or empowered to conduct the business of
insurance, | 9 | | assurance, indemnity, or the acceptance of savings | 10 | | deposits; (ii) is
authorized or empowered to conduct the | 11 | | business of banking unless otherwise
permitted by the | 12 | | Commissioner of Banks and Real Estate
pursuant to Section
| 13 | | 46 of the Illinois Banking Act; or (iii) is authorized or | 14 | | empowered to be in
the business of a corporate fiduciary | 15 | | unless otherwise permitted by the
Commissioner of Banks and | 16 | | Real Estate under Section 1-9
of the Corporate
Fiduciary | 17 | | Act. The word "trust", "trustee", or "fiduciary" may be | 18 | | used by a
corporation only if it has first complied with | 19 | | Section 1-9 of the Corporate
Fiduciary Act. The word | 20 | | "bank", "banker" or "banking" may only be used by a
| 21 | | corporation if it has first complied with Section 46 of the | 22 | | Illinois Banking
Act.
| 23 | | (3) Shall be distinguishable upon the records in the | 24 | | office of the
Secretary of State from the name or assumed | 25 | | name of
any
domestic corporation or limited liability | 26 | | company organized under the Limited
Liability Company Act, |
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| 1 | | whether profit or not for profit, existing under any
Act of | 2 | | this State or of the name or assumed name of any foreign | 3 | | corporation
or foreign limited liability company | 4 | | registered under the Limited Liability
Company Act, | 5 | | whether profit or not for
profit, authorized to transact | 6 | | business in this State, or a name the
exclusive right to | 7 | | which is, at the time, reserved or registered in the
manner | 8 | | provided in this Act or Section 1-15 of the Limited | 9 | | Liability Company
Act, except that, subject to the | 10 | | discretion of the
Secretary of State, a foreign corporation | 11 | | that has a name prohibited by
this paragraph may be issued | 12 | | a certificate of authority to transact
business in this | 13 | | State, if the foreign corporation:
| 14 | | (i) Elects to adopt an assumed corporate name or | 15 | | names in accordance
with Section 4.15 of this Act; and
| 16 | | (ii) Agrees in its application for a certificate of | 17 | | authority to
transact business in this State only under | 18 | | such assumed corporate name
or names.
| 19 | | (4) Shall contain the word "trust", if it be a domestic | 20 | | corporation
organized for the purpose of accepting and | 21 | | executing trusts, shall contain
the word "pawners", if it | 22 | | be a domestic corporation organized as a pawners'
society, | 23 | | and shall contain the word "cooperative", if it be a | 24 | | domestic
corporation organized as a cooperative | 25 | | association for pecuniary profit.
| 26 | | (5) Shall not contain a word or phrase, or an |
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| 1 | | abbreviation or derivation
thereof, the use of which is | 2 | | prohibited or restricted by any other statute
of this State | 3 | | unless such restriction has been complied with.
| 4 | | (6) Shall consist of letters of the English alphabet, | 5 | | Arabic or Roman
numerals, or symbols capable of being | 6 | | readily reproduced by the office of
the Secretary of State.
| 7 | | (7) Shall be the name under which the corporation shall | 8 | | transact business
in this State unless the corporation | 9 | | shall also elect to adopt an assumed
corporate name or | 10 | | names as provided in this Act; provided, however, that
the | 11 | | corporation may use any divisional designation or trade | 12 | | name without
complying with the requirements of this Act, | 13 | | provided the corporation also
clearly discloses its | 14 | | corporate name.
| 15 | | (8) (Blank).
| 16 | | (9) (Blank). Shall not, as to any corporation organized | 17 | | or amending its corporate name on or after the effective | 18 | | date of this amendatory Act of the 96th General Assembly, | 19 | | without the express written consent of the United States | 20 | | Olympic Committee, contain the words: (i) "Olympic"; (ii) | 21 | | "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) | 22 | | "Citius Altius Fortius"; or (vi) "CHICOG". | 23 | | (b) The Secretary of State shall determine whether a name | 24 | | is
"distinguishable" from another name for purposes of this | 25 | | Act. Without
excluding other names which may not constitute | 26 | | distinguishable names in
this State, a name is not considered |
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| 1 | | distinguishable, for purposes of this
Act, solely because it | 2 | | contains one or more of the following:
| 3 | | (1) the word "corporation", "company", "incorporated", | 4 | | or "limited",
"limited liability" or
an abbreviation of one | 5 | | of such words;
| 6 | | (2) articles, conjunctions, contractions, | 7 | | abbreviations, different tenses
or number of the same word;
| 8 | | (c) Nothing in this Section or Sections 4.15 or 4.20 shall:
| 9 | | (1) Require any domestic corporation existing or any | 10 | | foreign
corporation having a certificate of authority on | 11 | | the effective date of this
Act, to modify or otherwise | 12 | | change its corporate name or assumed corporate
name, if | 13 | | any.
| 14 | | (2) Abrogate or limit the common law or statutory law | 15 | | of unfair
competition or unfair trade practices, nor | 16 | | derogate from the common law or
principles of equity or the | 17 | | statutes of this State or of the United States
with respect | 18 | | to the right to acquire and protect copyrights, trade | 19 | | names,
trade marks, service names, service marks, or any | 20 | | other right to the
exclusive use of names or symbols.
| 21 | | (Source: P.A. 98-720, eff. 7-16-14.)
| 22 | | (805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
| 23 | | Sec. 4.15. Assumed corporate name.
| 24 | | (a) A domestic corporation or a
foreign corporation | 25 | | admitted to transact business or attempting to gain
admission |
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| 1 | | to transact business may elect to adopt an assumed corporate | 2 | | name
that complies with the requirements of paragraphs (2), | 3 | | (3), (4), (5), and (6) , and (9)
of subsection (a) of Section | 4 | | 4.05 of this Act with respect to corporate names.
| 5 | | (b) As used in this Act, "assumed corporate name" means any | 6 | | corporate
name other than the true corporate name, except that | 7 | | the following shall
not constitute the use of an assumed | 8 | | corporate name under this Act:
| 9 | | (1) the identification by a corporation of its business | 10 | | with a trademark
or service mark of which it is the owner | 11 | | or licensed user; and
| 12 | | (2) the use of a name of a division, not separately | 13 | | incorporated and not
containing the word "corporation", | 14 | | "incorporated", or "limited" or an
abbreviation of one of | 15 | | such words, provided the corporation also clearly
| 16 | | discloses its corporate name.
| 17 | | (c) Before transacting any business in this State under an | 18 | | assumed corporate
name or names, the corporation shall, for | 19 | | each assumed corporate name, pursuant
to resolution by its | 20 | | board of directors, execute and file in duplicate in
accordance | 21 | | with Section 1.10 of this Act, an application setting forth:
| 22 | | (1) The true corporate name.
| 23 | | (2) The state or country under the laws of which it is | 24 | | organized.
| 25 | | (3) That it intends to transact business under an | 26 | | 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 corporation | 6 | | that falls within the next calendar
year evenly divisible by 5, | 7 | | however, if an application is filed within
the 2 months | 8 | | immediately preceding the anniversary month of a corporation
| 9 | | that falls within a calendar year evenly divisible by 5, the | 10 | | right
to use the assumed corporate name shall be effective | 11 | | until the first day of the
anniversary month of the corporation | 12 | | that falls within the next succeeding
calendar year evenly | 13 | | divisible by 5.
| 14 | | (e) A corporation shall renew the right to use its assumed | 15 | | corporate name
or names, if any, within the 60 days preceding | 16 | | the expiration of such
right, for a period of 5 years, by | 17 | | making an election to do so at
the time of filing its annual | 18 | | report form and by paying the renewal fee as
prescribed by this | 19 | | Act.
| 20 | | (f) (Blank).
| 21 | | (g) A foreign corporation may not use an assumed or | 22 | | fictitious name in the
conduct of its business to intentionally | 23 | | misrepresent the geographic origin or
location of the | 24 | | corporation within Illinois.
| 25 | | (Source: P.A. 96-7, eff. 4-3-09; 96-1121, eff. 1-1-11.)
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| 1 | | Section 10. The General Not For Profit Corporation Act of | 2 | | 1986 is amended by changing Section 104.05 as follows:
| 3 | | (805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
| 4 | | Sec. 104.05. Corporate name of domestic or foreign
| 5 | | corporation. | 6 | | (a) The corporate name of a domestic
corporation or of a | 7 | | foreign corporation organized, existing
or subject to the | 8 | | provisions of this Act:
| 9 | | (1) May contain, separate and apart from any other
word | 10 | | or abbreviation in such name, the word "corporation,"
| 11 | | "company," "incorporated," or "limited," or an | 12 | | abbreviation
of one of such words;
| 13 | | (2) Must end with the letters "NFP" if the corporate | 14 | | name contains
any word or phrase which indicates or implies | 15 | | that the corporation is organized
for any purpose other | 16 | | than a purpose for which corporations may be organized
| 17 | | under this Act or a purpose other than a purpose set forth | 18 | | in the corporation's
articles of incorporation;
| 19 | | (3) Shall be distinguishable upon the records in the
| 20 | | office of the Secretary of State from the name or assumed | 21 | | name of any domestic corporation or limited liability | 22 | | company
organized under the Limited Liability Company Act, | 23 | | whether
for profit or not for profit, existing under any | 24 | | Act of this
State or the name or assumed name of any | 25 | | foreign corporation or foreign
limited liability company |
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| 1 | | registered under the Limited Liability Company Act,
| 2 | | whether for profit or
not for profit, authorized to | 3 | | transact business or conduct
affairs in this State, or a | 4 | | name the exclusive right to
which is, at the time, reserved | 5 | | or registered in the manner
provided in this Act or Section | 6 | | 1-15 of the Limited Liability Company Act,
except that, | 7 | | subject to the discretion
of the
Secretary of State, a | 8 | | foreign corporation that has a
name prohibited by this | 9 | | paragraph may be granted authority to conduct its affairs | 10 | | in this
State, if the foreign corporation:
| 11 | | (i) Elects to adopt an assumed corporation name
or | 12 | | names in accordance with Section 104.15 of this Act; | 13 | | and
| 14 | | (ii) Agrees in its application for authority to | 15 | | conduct affairs in this State only under
such assumed | 16 | | corporate name or names;
| 17 | | (4) Shall not contain a word or phrase, or an
| 18 | | abbreviation or derivation thereof, the use of which is
| 19 | | prohibited or restricted by any other statute of this State
| 20 | | unless such restriction has been complied with;
| 21 | | (5) Shall consist of letters of the English alphabet,
| 22 | | Arabic or Roman numerals, or symbols capable of being
| 23 | | readily reproduced by the office of the Secretary of State;
| 24 | | (6) Shall not contain the words "regular democrat,"
| 25 | | "regular democratic," "regular republican," "democrat,"
| 26 | | "democratic," or "republican," nor the name of any other
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| 1 | | established political party, unless consent to usage of | 2 | | such
words or name is given to the corporation by the State | 3 | | central committee
of such established
political party; | 4 | | notwithstanding any other provisions of this Act, any
| 5 | | corporation, whose name at the time this amendatory
Act | 6 | | takes effect contains any of the words listed in this | 7 | | paragraph shall
certify to the Secretary of State no later | 8 | | than January 1, 1989, that
consent has been given by the | 9 | | State central committee; consent given to a
corporation by | 10 | | the State central committee to use the above listed words
| 11 | | may be revoked upon notification to the corporation and the | 12 | | Secretary of State;
and
| 13 | | (7) Shall be the name under which the corporation
shall | 14 | | conduct affairs in this State unless the corporation
shall | 15 | | also elect to adopt an assumed corporate name or names
as | 16 | | provided in this Act; provided, however, that the
| 17 | | corporation may use any divisional designation or trade | 18 | | name
without complying with the requirements of this Act,
| 19 | | provided the corporation also clearly discloses its
| 20 | | corporate name . ; and
| 21 | | (8) (Blank). Shall not, as to any corporation organized | 22 | | or amending its corporate name on or after April 3, 2009 | 23 | | (the effective date of Public Act 96-7), without the | 24 | | express written consent of the United States Olympic | 25 | | Committee, contain the words: (i) "Olympic"; (ii) | 26 | | "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) |
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| 1 | | "Citius Altius Fortius"; (vi) "CHICOG"; or (vii) "Chicago | 2 | | 2016". | 3 | | (b) The Secretary of State shall determine whether a name
| 4 | | is "distinguishable" from another name for purposes of this
| 5 | | Act. Without excluding other names which may not constitute
| 6 | | distinguishable names in this State, a name is not
considered | 7 | | distinguishable, for purposes of this Act, solely
because it | 8 | | contains one or more of the following:
| 9 | | (1) The word "corporation," "company," "incorporated,"
| 10 | | or "limited" or an abbreviation of one of such words;
| 11 | | (2) Articles, conjunctions, contractions,
| 12 | | abbreviations, different tenses or number of the same word.
| 13 | | (c) Nothing in this Section or Sections 104.15 or 104.20 of
| 14 | | this Act shall:
| 15 | | (1) Require any domestic corporation existing or any
| 16 | | foreign corporation having authority to conduct affairs on | 17 | | the
effective date of this Act, to modify or otherwise | 18 | | change
its corporate name or assumed corporate name, if | 19 | | any; or
| 20 | | (2) Abrogate or limit the common law or statutory law
| 21 | | of unfair competition or unfair trade practices, nor
| 22 | | derogate from the common law or principles of equity or the
| 23 | | statutes of this State or of the United States with respect
| 24 | | to the right to acquire and protect copyrights, trade | 25 | | names,
trade marks, service names, service marks, or any | 26 | | other
right to the exclusive use of name or symbols.
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| 1 | | (Source: P.A. 96-7, eff. 4-3-09; 96-66, eff. 1-1-10; 96-328, | 2 | | eff. 8-11-09; 96-1000, eff. 7-2-10.)
| 3 | | Section 15. The Limited Liability Company Act is amended by | 4 | | changing Section 50-15 as follows:
| 5 | | (805 ILCS 180/50-15)
| 6 | | Sec. 50-15. Penalty.
| 7 | | (a) The Secretary of State shall declare any limited
| 8 | | liability company or foreign limited liability company to be
| 9 | | delinquent and not in good standing if any of the following
| 10 | | occur:
| 11 | | (1) It has failed to file its annual report and
pay the | 12 | | requisite fee as required by this Act before the
first day | 13 | | of the anniversary month in the year in which
it is due.
| 14 | | (2) It has failed to appoint and maintain a
registered | 15 | | agent in Illinois within 60 days of
notification of the | 16 | | Secretary of State by the resigning
registered agent.
| 17 | | (3) (Blank).
| 18 | | (b) If the limited liability company or foreign limited
| 19 | | liability company has not corrected the default within the
time | 20 | | periods prescribed by this Act, the Secretary of State
shall be | 21 | | empowered to invoke any of the following penalties:
| 22 | | (1) For failure or refusal to comply with
subsection | 23 | | (a) of this Section before the first day of the second | 24 | | month after the anniversary month within 60 days after the
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| 1 | | due date , a penalty of $100 $300 plus $100 for each year or | 2 | | fraction thereof beginning with the second year of | 3 | | delinquency until returned to good standing or until | 4 | | reinstatement is effected.
| 5 | | (2) The Secretary of State shall not file any
| 6 | | additional documents, amendments, reports, or other
papers | 7 | | relating to any limited liability company or
foreign | 8 | | limited liability company organized under or
subject to the | 9 | | provisions of this Act until any
delinquency under | 10 | | subsection (a) is satisfied.
| 11 | | (3) In response to inquiries received in the
Office of | 12 | | the Secretary of State from any party
regarding a limited | 13 | | liability company that is
delinquent, the Secretary of | 14 | | State may show the limited
liability company as not in good | 15 | | standing.
| 16 | | (Source: P.A. 93-32, eff. 12-1-03; 94-605, eff. 1-1-06.)".
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