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Public Act 100-0753
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| HB4578 Enrolled | LRB100 18154 XWW 33349 b |
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AN ACT concerning regulation.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended |
by changing Sections 4.05 and 4.15 as follows:
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(805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
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Sec. 4.05. Corporate name of domestic or foreign |
corporation.
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(a) The corporate name of a domestic corporation or of a |
foreign
corporation organized, existing or subject to the |
provisions of this Act:
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(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.
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(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, |
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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
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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
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corporation if it has first complied with Section 46 of the |
Illinois Banking
Act.
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(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 |
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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:
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(i) Elects to adopt an assumed corporate name or |
names in accordance
with Section 4.15 of this Act; and
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(ii) Agrees in its application for a certificate of |
authority to
transact business in this State only under |
such assumed corporate name
or names.
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(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.
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(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.
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(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.
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(7) Shall be the name under which the corporation shall |
transact business
in this State unless the corporation |
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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.
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(8) (Blank).
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(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:
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(1) the word "corporation", "company", "incorporated", |
or "limited",
"limited liability" or
an abbreviation of one |
of such words;
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(2) articles, conjunctions, contractions, |
abbreviations, different tenses
or number of the same word;
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(c) Nothing in this Section or Sections 4.15 or 4.20 shall:
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(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.
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(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.
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(Source: P.A. 98-720, eff. 7-16-14.)
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(805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
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Sec. 4.15. Assumed corporate name.
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(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.
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(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:
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(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
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(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
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discloses its corporate name.
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(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:
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(1) The true corporate name.
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(2) The state or country under the laws of which it is |
organized.
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(3) That it intends to transact business under an |
assumed corporate name.
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(4) The assumed corporate name which it proposes to |
use.
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(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
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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.
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(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.
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(f) (Blank).
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(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.
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(Source: P.A. 96-7, eff. 4-3-09; 96-1121, eff. 1-1-11.)
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Section 10. The General Not For Profit Corporation Act of |
1986 is amended by changing Section 104.05 as follows:
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(805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
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Sec. 104.05. Corporate name of domestic or foreign
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corporation. |
(a) The corporate name of a domestic
corporation or of a |
foreign corporation organized, existing
or subject to the |
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provisions of this Act:
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(1) May contain, separate and apart from any other
word |
or abbreviation in such name, the word "corporation,"
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"company," "incorporated," or "limited," or an |
abbreviation
of one of such words;
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(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
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under this Act or a purpose other than a purpose set forth |
in the corporation's
articles of incorporation;
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(3) Shall be distinguishable upon the records in the
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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,
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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 |
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paragraph may be granted authority to conduct its affairs |
in this
State, if the foreign corporation:
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(i) Elects to adopt an assumed corporation name
or |
names in accordance with Section 104.15 of this Act; |
and
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(ii) Agrees in its application for authority to |
conduct affairs in this State only under
such assumed |
corporate name or names;
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(4) Shall not contain a word or phrase, or an
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abbreviation or derivation thereof, the use of which is
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prohibited or restricted by any other statute of this State
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unless such restriction has been complied with;
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(5) Shall consist of letters of the English alphabet,
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Arabic or Roman numerals, or symbols capable of being
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readily reproduced by the office of the Secretary of State;
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(6) Shall not contain the words "regular democrat,"
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"regular democratic," "regular republican," "democrat,"
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"democratic," or "republican," nor the name of any other
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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
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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 |
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State central committee; consent given to a
corporation by |
the State central committee to use the above listed words
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may be revoked upon notification to the corporation and the |
Secretary of State;
and
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(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
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corporation may use any divisional designation or trade |
name
without complying with the requirements of this Act,
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provided the corporation also clearly discloses its
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corporate name. ; and
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(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
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is "distinguishable" from another name for purposes of this
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Act. Without excluding other names which may not constitute
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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:
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(1) The word "corporation," "company," "incorporated,"
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or "limited" or an abbreviation of one of such words;
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(2) Articles, conjunctions, contractions,
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abbreviations, different tenses or number of the same word.
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(c) Nothing in this Section or Sections 104.15 or 104.20 of
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this Act shall:
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(1) Require any domestic corporation existing or any
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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
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(2) Abrogate or limit the common law or statutory law
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of unfair competition or unfair trade practices, nor
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derogate from the common law or principles of equity or the
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statutes of this State or of the United States with respect
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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.
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(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.)
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Section 15. The Limited Liability Company Act is amended by |
changing Section 50-15 as follows:
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(805 ILCS 180/50-15)
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Sec. 50-15. Penalty.
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(a) The Secretary of State shall declare any limited
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liability company or foreign limited liability company to be
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delinquent and not in good standing if any of the following
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occur:
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(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.
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(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.
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(3) (Blank).
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(b) If the limited liability company or foreign limited
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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:
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(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
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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.
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(2) The Secretary of State shall not file any
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additional documents, amendments, reports, or other
papers |
relating to any limited liability company or
foreign |
limited liability company organized under or
subject to the |
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provisions of this Act until any
delinquency under |
subsection (a) is satisfied.
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(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.
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(Source: P.A. 93-32, eff. 12-1-03; 94-605, eff. 1-1-06.)
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