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Illinois Compiled Statutes
Information maintained by the Legislative Reference Bureau Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide. Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.
BUSINESS ORGANIZATIONS
(805 ILCS 5/) Business Corporation Act of 1983. 805 ILCS 5/Art. 4
(805 ILCS 5/Art. 4 heading)
ARTICLE 4.
NAME
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805 ILCS 5/4.05
(805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
Sec. 4.05. Corporate name of domestic or foreign corporation.
(a) The corporate name of a domestic corporation or of a foreign
corporation organized, existing or subject to the provisions of this Act:
(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, 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 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 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 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 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).
(9) (Blank).
(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:
(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:
(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. 100-753, eff. 1-1-19.)
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805 ILCS 5/4.10
(805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
Sec. 4.10. Reserved name. The exclusive right to the use of a corporate
name or an assumed corporate name, as the case may be, may be reserved by:
(a) Any person intending to organize a corporation under this Act.
(b) Any domestic corporation intending to change its name.
(c) Any foreign corporation intending to make application for authority to transact business in this State.
(d) Any foreign corporation authorized to transact business in this State
and intending to change its name.
(e) Any person intending to organize a foreign corporation and intending
to have such corporation make application for authority
to transact business in this State.
(f) Any domestic corporation intending to adopt an assumed corporate name.
(g) Any foreign corporation authorized to transact business in this State
and intending to adopt an assumed corporate name.
Such reservation shall be made by filing in the office of the Secretary
of State an application to reserve a specified corporate name or a specified
assumed corporate name, executed by the applicant. If the Secretary of State
finds that such name is available for corporate use, he or she shall reserve
the same for the exclusive use of such applicant for a period of ninety days
or until surrendered by a written cancellation document signed by the
applicant,
whichever is sooner.
The right to the exclusive use of a specified corporate name or assumed
corporate name so reserved may be transferred to any other person by filing
in the office of the Secretary of State a notice of such transfer, executed
by the person for whom such name was reserved, and specifying the name and
address of the transferee.
The Secretary of State may revoke any reservation if, after a hearing,
he or she finds that the application therefor or any transfer thereof was
made contrary to this Act.
(Source: P.A. 96-66, eff. 1-1-10.)
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805 ILCS 5/4.15
(805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
Sec. 4.15. Assumed corporate name.
(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)
of subsection (a) of Section 4.05 of this Act with respect to corporate names.
(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:
(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 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:
(1) The true corporate name.
(2) The state or country under the laws of which it
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(3) That it intends to transact business under an
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(4) The assumed corporate name which it proposes to
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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
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.
(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.
(f) (Blank).
(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.
(Source: P.A. 100-753, eff. 1-1-19.)
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805 ILCS 5/4.20
(805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
Sec. 4.20. Change and cancellation of assumed corporate name.
(a) Any domestic or foreign corporation may, pursuant to resolution by
its board of directors, change or cancel any or all of its assumed
corporate names by executing and filing, in accordance with Section 1.10 of
this Act, an application setting forth:
(1) The true corporate name.
(2) The state or country under the laws of which it | |
(3) That it intends to cease transacting business
| | under an assumed corporate name by changing or cancelling it.
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(4) The assumed corporate name to be changed from or
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(5) If the assumed corporate name is to be changed,
| | the assumed corporate name that the corporation proposes to use.
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(b) Upon the filing of an application to change an assumed corporate
name, the corporation shall have the right to use the assumed corporate
name for the balance of the period authorized by subsection (d) of
Section 4.15.
(c) The right to use an assumed corporate name shall be cancelled by the
Secretary of State:
(1) If the corporation fails to renew an assumed
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(2) If the corporation has filed an application to
| | change or cancel an assumed corporate name.
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(3) If a domestic corporation has been dissolved.
(4) If a foreign corporation has had its authority to
| | do business in this State revoked.
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(Source: P.A. 96-66, eff. 1-1-10.)
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805 ILCS 5/4.25
(805 ILCS 5/4.25) (from Ch. 32, par. 4.25)
Sec. 4.25.
Registered name of foreign corporation.
Any foreign corporation
not transacting business in this State and not authorized to transact business
in this State may register its corporate name, provided its corporate name
is available for use as determined by the Secretary of State in accordance
with the provisions of this Act.
(a) Such registration shall be made by (1) executing and filing in accordance
with Section 1.10 of this Act:
(i) an application for registration, stating the name of
the corporation, the State or place under the laws of which it is incorporated,
the date of its incorporation, a brief statement of the business in which
it is engaged or plans to engage, the post-office address of the
corporation to which the Secretary of State may mail notices as required or
permitted by this Act, and that it desires to register its name
under this Section; and (ii) a certificate setting forth that such corporation
is in good standing under the laws of the State or place wherein it is
organized
executed by the Secretary of State of such State or by such other public
official as may have custody of the records pertaining to corporations;
and (2) paying to the Secretary of State the fee prescribed by this Act.
(b) Such registration shall be effective from the date of filing by the
Secretary of State until the first day of the 12th month following such date.
(c) Such registration may be renewed from year to year by filing an
application
for renewal setting forth the facts required in an original application
for registration and a certificate of good standing as required for the
original registration and by paying the fee prescribed by this Act within
60 days immediately preceding the first day of the 12th month following
the date of filing the original registration or prior renewal. Such renewal
shall extend the registration for 12 months, to expire on the first day
of the month in which the original registration was filed the next year.
(d) Any foreign corporation which has in effect a registration of its
corporate name may cancel such registration at any time by filing an application
for cancellation in the same manner and setting forth the same facts required
to be set forth in an original registration and paying the fee prescribed by this Act.
(e) The Secretary of State may cancel any registration if, after a hearing, he or she
finds that the application therefor or any renewal thereof was made
contrary to this Act.
(Source: P.A. 84-924.)
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