Illinois General Assembly - Full Text of HB4578
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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
3replacing everything after the enacting clause with the
4following:
 
5    "Section 5. The Business Corporation Act of 1983 is amended
6by 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
9corporation.
10    (a) The corporate name of a domestic corporation or of a
11foreign corporation organized, existing or subject to the
12provisions 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
24is "distinguishable" from another name for purposes of this
25Act. Without excluding other names which may not constitute
26distinguishable names in this State, a name is not considered

 

 

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1distinguishable, for purposes of this Act, solely because it
2contains 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
25admitted to transact business or attempting to gain admission

 

 

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1to transact business may elect to adopt an assumed corporate
2name that complies with the requirements of paragraphs (2),
3(3), (4), (5), and (6), and (9) of subsection (a) of Section
44.05 of this Act with respect to corporate names.
5    (b) As used in this Act, "assumed corporate name" means any
6corporate name other than the true corporate name, except that
7the following shall not constitute the use of an assumed
8corporate 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
18assumed corporate name or names, the corporation shall, for
19each assumed corporate name, pursuant to resolution by its
20board of directors, execute and file in duplicate in accordance
21with 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
4effective from the date of filing by the Secretary of State
5until the first day of the anniversary month of the corporation
6that falls within the next calendar year evenly divisible by 5,
7however, if an application is filed within the 2 months
8immediately preceding the anniversary month of a corporation
9that falls within a calendar year evenly divisible by 5, the
10right to use the assumed corporate name shall be effective
11until the first day of the anniversary month of the corporation
12that falls within the next succeeding calendar year evenly
13divisible by 5.
14    (e) A corporation shall renew the right to use its assumed
15corporate name or names, if any, within the 60 days preceding
16the expiration of such right, for a period of 5 years, by
17making an election to do so at the time of filing its annual
18report form and by paying the renewal fee as prescribed by this
19Act.
20    (f) (Blank).
21    (g) A foreign corporation may not use an assumed or
22fictitious name in the conduct of its business to intentionally
23misrepresent the geographic origin or location of the
24corporation 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
21986 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
5corporation.
6    (a) The corporate name of a domestic corporation or of a
7foreign corporation organized, existing or subject to the
8provisions 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
4is "distinguishable" from another name for purposes of this
5Act. Without excluding other names which may not constitute
6distinguishable names in this State, a name is not considered
7distinguishable, for purposes of this Act, solely because it
8contains 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
14this 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,
2eff. 8-11-09; 96-1000, eff. 7-2-10.)
 
3    Section 15. The Limited Liability Company Act is amended by
4changing 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
8liability company or foreign limited liability company to be
9delinquent and not in good standing if any of the following
10occur:
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
19liability company has not corrected the default within the time
20periods prescribed by this Act, the Secretary of State shall be
21empowered 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.)".