HB4578 EngrossedLRB100 18154 XWW 33349 b

1    AN ACT concerning regulation.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 4.05 and 4.15 as follows:
 
6    (805 ILCS 5/4.05)  (from Ch. 32, par. 4.05)
7    Sec. 4.05. Corporate name of domestic or foreign
8corporation.
9    (a) The corporate name of a domestic corporation or of a
10foreign corporation organized, existing or subject to the
11provisions of this Act:
12        (1) Shall contain, separate and apart from any other
13    word or abbreviation in such name, the word "corporation",
14    "company", "incorporated", or "limited", or an
15    abbreviation of one of such words, and if the name of a
16    foreign corporation does not contain, separate and apart
17    from any other word or abbreviation, one of such words or
18    abbreviations, the corporation shall add at the end of its
19    name, as a separate word or abbreviation, one of such words
20    or an abbreviation of one of such words.
21        (2) Shall not contain any word or phrase which
22    indicates or implies that the corporation (i) is authorized
23    or empowered to conduct the business of insurance,

 

 

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1    assurance, indemnity, or the acceptance of savings
2    deposits; (ii) is authorized or empowered to conduct the
3    business of banking unless otherwise permitted by the
4    Commissioner of Banks and Real Estate pursuant to Section
5    46 of the Illinois Banking Act; or (iii) is authorized or
6    empowered to be in the business of a corporate fiduciary
7    unless otherwise permitted by the Commissioner of Banks and
8    Real Estate under Section 1-9 of the Corporate Fiduciary
9    Act. The word "trust", "trustee", or "fiduciary" may be
10    used by a corporation only if it has first complied with
11    Section 1-9 of the Corporate Fiduciary Act. The word
12    "bank", "banker" or "banking" may only be used by a
13    corporation if it has first complied with Section 46 of the
14    Illinois Banking Act.
15        (3) Shall be distinguishable upon the records in the
16    office of the Secretary of State from the name or assumed
17    name of any domestic corporation or limited liability
18    company organized under the Limited Liability Company Act,
19    whether profit or not for profit, existing under any Act of
20    this State or of the name or assumed name of any foreign
21    corporation or foreign limited liability company
22    registered under the Limited Liability Company Act,
23    whether profit or not for profit, authorized to transact
24    business in this State, or a name the exclusive right to
25    which is, at the time, reserved or registered in the manner
26    provided in this Act or Section 1-15 of the Limited

 

 

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1    Liability Company Act, except that, subject to the
2    discretion of the Secretary of State, a foreign corporation
3    that has a name prohibited by this paragraph may be issued
4    a certificate of authority to transact business in this
5    State, if the foreign corporation:
6            (i) Elects to adopt an assumed corporate name or
7        names in accordance with Section 4.15 of this Act; and
8            (ii) Agrees in its application for a certificate of
9        authority to transact business in this State only under
10        such assumed corporate name or names.
11        (4) Shall contain the word "trust", if it be a domestic
12    corporation organized for the purpose of accepting and
13    executing trusts, shall contain the word "pawners", if it
14    be a domestic corporation organized as a pawners' society,
15    and shall contain the word "cooperative", if it be a
16    domestic corporation organized as a cooperative
17    association for pecuniary profit.
18        (5) Shall not contain a word or phrase, or an
19    abbreviation or derivation thereof, the use of which is
20    prohibited or restricted by any other statute of this State
21    unless such restriction has been complied with.
22        (6) Shall consist of letters of the English alphabet,
23    Arabic or Roman numerals, or symbols capable of being
24    readily reproduced by the office of the Secretary of State.
25        (7) Shall be the name under which the corporation shall
26    transact business in this State unless the corporation

 

 

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1    shall also elect to adopt an assumed corporate name or
2    names as provided in this Act; provided, however, that the
3    corporation may use any divisional designation or trade
4    name without complying with the requirements of this Act,
5    provided the corporation also clearly discloses its
6    corporate name.
7        (8) (Blank).
8        (9) (Blank). Shall not, as to any corporation organized
9    or amending its corporate name on or after the effective
10    date of this amendatory Act of the 96th General Assembly,
11    without the express written consent of the United States
12    Olympic Committee, contain the words: (i) "Olympic"; (ii)
13    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
14    "Citius Altius Fortius"; or (vi) "CHICOG".
15    (b) The Secretary of State shall determine whether a name
16is "distinguishable" from another name for purposes of this
17Act. Without excluding other names which may not constitute
18distinguishable names in this State, a name is not considered
19distinguishable, for purposes of this Act, solely because it
20contains one or more of the following:
21        (1) the word "corporation", "company", "incorporated",
22    or "limited", "limited liability" or an abbreviation of one
23    of such words;
24        (2) articles, conjunctions, contractions,
25    abbreviations, different tenses or number of the same word;
26    (c) Nothing in this Section or Sections 4.15 or 4.20 shall:

 

 

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1        (1) Require any domestic corporation existing or any
2    foreign corporation having a certificate of authority on
3    the effective date of this Act, to modify or otherwise
4    change its corporate name or assumed corporate name, if
5    any.
6        (2) Abrogate or limit the common law or statutory law
7    of unfair competition or unfair trade practices, nor
8    derogate from the common law or principles of equity or the
9    statutes of this State or of the United States with respect
10    to the right to acquire and protect copyrights, trade
11    names, trade marks, service names, service marks, or any
12    other right to the exclusive use of names or symbols.
13(Source: P.A. 98-720, eff. 7-16-14.)
 
14    (805 ILCS 5/4.15)  (from Ch. 32, par. 4.15)
15    Sec. 4.15. Assumed corporate name.
16    (a) A domestic corporation or a foreign corporation
17admitted to transact business or attempting to gain admission
18to transact business may elect to adopt an assumed corporate
19name that complies with the requirements of paragraphs (2),
20(3), (4), (5), and (6), and (9) of subsection (a) of Section
214.05 of this Act with respect to corporate names.
22    (b) As used in this Act, "assumed corporate name" means any
23corporate name other than the true corporate name, except that
24the following shall not constitute the use of an assumed
25corporate name under this Act:

 

 

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1        (1) the identification by a corporation of its business
2    with a trademark or service mark of which it is the owner
3    or licensed user; and
4        (2) the use of a name of a division, not separately
5    incorporated and not containing the word "corporation",
6    "incorporated", or "limited" or an abbreviation of one of
7    such words, provided the corporation also clearly
8    discloses its corporate name.
9    (c) Before transacting any business in this State under an
10assumed corporate name or names, the corporation shall, for
11each assumed corporate name, pursuant to resolution by its
12board of directors, execute and file in duplicate in accordance
13with Section 1.10 of this Act, an application setting forth:
14        (1) The true corporate name.
15        (2) The state or country under the laws of which it is
16    organized.
17        (3) That it intends to transact business under an
18    assumed corporate name.
19        (4) The assumed corporate name which it proposes to
20    use.
21    (d) The right to use an assumed corporate name shall be
22effective from the date of filing by the Secretary of State
23until the first day of the anniversary month of the corporation
24that falls within the next calendar year evenly divisible by 5,
25however, if an application is filed within the 2 months
26immediately preceding the anniversary month of a corporation

 

 

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1that falls within a calendar year evenly divisible by 5, the
2right to use the assumed corporate name shall be effective
3until the first day of the anniversary month of the corporation
4that falls within the next succeeding calendar year evenly
5divisible by 5.
6    (e) A corporation shall renew the right to use its assumed
7corporate name or names, if any, within the 60 days preceding
8the expiration of such right, for a period of 5 years, by
9making an election to do so at the time of filing its annual
10report form and by paying the renewal fee as prescribed by this
11Act.
12    (f) (Blank).
13    (g) A foreign corporation may not use an assumed or
14fictitious name in the conduct of its business to intentionally
15misrepresent the geographic origin or location of the
16corporation within Illinois.
17(Source: P.A. 96-7, eff. 4-3-09; 96-1121, eff. 1-1-11.)
 
18    Section 10. The General Not For Profit Corporation Act of
191986 is amended by changing Section 104.05 as follows:
 
20    (805 ILCS 105/104.05)  (from Ch. 32, par. 104.05)
21    Sec. 104.05. Corporate name of domestic or foreign
22corporation.
23    (a) The corporate name of a domestic corporation or of a
24foreign corporation organized, existing or subject to the

 

 

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1provisions of this Act:
2        (1) May contain, separate and apart from any other word
3    or abbreviation in such name, the word "corporation,"
4    "company," "incorporated," or "limited," or an
5    abbreviation of one of such words;
6        (2) Must end with the letters "NFP" if the corporate
7    name contains any word or phrase which indicates or implies
8    that the corporation is organized for any purpose other
9    than a purpose for which corporations may be organized
10    under this Act or a purpose other than a purpose set forth
11    in the corporation's articles of incorporation;
12        (3) Shall be distinguishable upon the records in the
13    office of the Secretary of State from the name or assumed
14    name of any domestic corporation or limited liability
15    company organized under the Limited Liability Company Act,
16    whether for profit or not for profit, existing under any
17    Act of this State or the name or assumed name of any
18    foreign corporation or foreign limited liability company
19    registered under the Limited Liability Company Act,
20    whether for profit or not for profit, authorized to
21    transact business or conduct affairs in this State, or a
22    name the exclusive right to which is, at the time, reserved
23    or registered in the manner provided in this Act or Section
24    1-15 of the Limited Liability Company Act, except that,
25    subject to the discretion of the Secretary of State, a
26    foreign corporation that has a name prohibited by this

 

 

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1    paragraph may be granted authority to conduct its affairs
2    in this State, if the foreign corporation:
3            (i) Elects to adopt an assumed corporation name or
4        names in accordance with Section 104.15 of this Act;
5        and
6            (ii) Agrees in its application for authority to
7        conduct affairs in this State only under such assumed
8        corporate name or names;
9        (4) Shall not contain a word or phrase, or an
10    abbreviation or derivation thereof, the use of which is
11    prohibited or restricted by any other statute of this State
12    unless such restriction has been complied with;
13        (5) Shall consist of letters of the English alphabet,
14    Arabic or Roman numerals, or symbols capable of being
15    readily reproduced by the office of the Secretary of State;
16        (6) Shall not contain the words "regular democrat,"
17    "regular democratic," "regular republican," "democrat,"
18    "democratic," or "republican," nor the name of any other
19    established political party, unless consent to usage of
20    such words or name is given to the corporation by the State
21    central committee of such established political party;
22    notwithstanding any other provisions of this Act, any
23    corporation, whose name at the time this amendatory Act
24    takes effect contains any of the words listed in this
25    paragraph shall certify to the Secretary of State no later
26    than January 1, 1989, that consent has been given by the

 

 

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1    State central committee; consent given to a corporation by
2    the State central committee to use the above listed words
3    may be revoked upon notification to the corporation and the
4    Secretary of State; and
5        (7) Shall be the name under which the corporation shall
6    conduct affairs in this State unless the corporation shall
7    also elect to adopt an assumed corporate name or names as
8    provided in this Act; provided, however, that the
9    corporation may use any divisional designation or trade
10    name without complying with the requirements of this Act,
11    provided the corporation also clearly discloses its
12    corporate name. ; and
13        (8) (Blank). Shall not, as to any corporation organized
14    or amending its corporate name on or after April 3, 2009
15    (the effective date of Public Act 96-7), without the
16    express written consent of the United States Olympic
17    Committee, contain the words: (i) "Olympic"; (ii)
18    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
19    "Citius Altius Fortius"; (vi) "CHICOG"; or (vii) "Chicago
20    2016".
21    (b) The Secretary of State shall determine whether a name
22is "distinguishable" from another name for purposes of this
23Act. Without excluding other names which may not constitute
24distinguishable names in this State, a name is not considered
25distinguishable, for purposes of this Act, solely because it
26contains one or more of the following:

 

 

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1        (1) The word "corporation," "company," "incorporated,"
2    or "limited" or an abbreviation of one of such words;
3        (2) Articles, conjunctions, contractions,
4    abbreviations, different tenses or number of the same word.
5    (c) Nothing in this Section or Sections 104.15 or 104.20 of
6this Act shall:
7        (1) Require any domestic corporation existing or any
8    foreign corporation having authority to conduct affairs on
9    the effective date of this Act, to modify or otherwise
10    change its corporate name or assumed corporate name, if
11    any; or
12        (2) Abrogate or limit the common law or statutory law
13    of unfair competition or unfair trade practices, nor
14    derogate from the common law or principles of equity or the
15    statutes of this State or of the United States with respect
16    to the right to acquire and protect copyrights, trade
17    names, trade marks, service names, service marks, or any
18    other right to the exclusive use of name or symbols.
19(Source: P.A. 96-7, eff. 4-3-09; 96-66, eff. 1-1-10; 96-328,
20eff. 8-11-09; 96-1000, eff. 7-2-10.)
 
21    Section 15. The Limited Liability Company Act is amended by
22changing Section 50-15 as follows:
 
23    (805 ILCS 180/50-15)
24    Sec. 50-15. Penalty.

 

 

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1    (a) The Secretary of State shall declare any limited
2liability company or foreign limited liability company to be
3delinquent and not in good standing if any of the following
4occur:
5        (1) It has failed to file its annual report and pay the
6    requisite fee as required by this Act before the first day
7    of the anniversary month in the year in which it is due.
8        (2) It has failed to appoint and maintain a registered
9    agent in Illinois within 60 days of notification of the
10    Secretary of State by the resigning registered agent.
11        (3) (Blank).
12    (b) If the limited liability company or foreign limited
13liability company has not corrected the default within the time
14periods prescribed by this Act, the Secretary of State shall be
15empowered to invoke any of the following penalties:
16        (1) For failure or refusal to comply with subsection
17    (a) of this Section before the first day of the second
18    month after the anniversary month within 60 days after the
19    due date, a penalty of $100 $300 plus $100 for each year or
20    fraction thereof beginning with the second year of
21    delinquency until returned to good standing or until
22    reinstatement is effected.
23        (2) The Secretary of State shall not file any
24    additional documents, amendments, reports, or other papers
25    relating to any limited liability company or foreign
26    limited liability company organized under or subject to the

 

 

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1    provisions of this Act until any delinquency under
2    subsection (a) is satisfied.
3        (3) In response to inquiries received in the Office of
4    the Secretary of State from any party regarding a limited
5    liability company that is delinquent, the Secretary of
6    State may show the limited liability company as not in good
7    standing.
8(Source: P.A. 93-32, eff. 12-1-03; 94-605, eff. 1-1-06.)