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91_HB2991enr HB2991 Enrolled LRB9108078SMmb 1 AN ACT concerning business names. 2 Be it enacted by the People of the State of Illinois, 3 represented in the General Assembly: 4 Section 5. The Business Corporation Act of 1983 is 5 amended by adding Section 3.25 and by changing Sections 4.15 6 and 16.05 as follows: 7 (805 ILCS 5/3.25 new) 8 Sec. 3.25. Locale misrepresentation. 9 (a) A person shall not advertise or cause to be listed 10 in a telephone directory an assumed or fictitious business 11 name that intentionally misrepresents where the business is 12 actually located or operating or falsely states that the 13 business is located or operating in the area covered by the 14 telephone directory. This subsection (a) does not apply to a 15 telephone service provider or to the publisher or distributor 16 of a telephone service directory, unless the conduct 17 prescribed in this subsection (a) is on behalf of that 18 telephone service provider or that publisher or distributor. 19 (b) This Section does not apply to any foreign 20 corporation, the stock of which is traded on a national stock 21 exchange, that has gross annual revenues in excess of 22 $100,000,000. 23 (c) A foreign corporation that violates this Section is 24 guilty of a petty offense and must be fined not less than 25 $501 and not more than $1,000. A foreign corporation is 26 guilty of an additional offense for each additional day in 27 violation of this Section. 28 (805 ILCS 5/4.15) (from Ch. 32, par. 4.15) 29 Sec. 4.15. Assumed corporate name. 30 (a) A domestic corporation or a foreign corporation HB2991 Enrolled -2- LRB9108078SMmb 1 admitted to transact business or attempting to gain admission 2 to transact business may elect to adopt an assumed corporate 3 name that complies with the requirements of paragraphs (2), 4 (3), (4), (5) and (6) of subsection (a) of Section 4.05 of 5 this Act with respect to corporate names. 6 (b) As used in this Act, "assumed corporate name" means 7 any corporate name other than the true corporate name, except 8 that the following shall not constitute the use of an assumed 9 corporate name under this Act: 10 (1) the identification by a corporation of its 11 business with a trademark or service mark of which it is 12 the owner or licensed user; and 13 (2) the use of a name of a division, not separately 14 incorporated and not containing the word "corporation", 15 "incorporated", or "limited" or an abbreviation of one of 16 such words, provided the corporation also clearly 17 discloses its corporate name. 18 (c) Before transacting any business in this State under 19 an assumed corporate name or names, the corporation shall, 20 for each assumed corporate name, pursuant to resolution by 21 its board of directors, execute and file in duplicate in 22 accordance with Section 1.10 of this Act, an application 23 setting forth: 24 (1) The true corporate name. 25 (2) The state or country under the laws of which it 26 is organized. 27 (3) That it intends to transact business under an 28 assumed corporate name. 29 (4) The assumed corporate name which it proposes to 30 use. 31 (d) The right to use an assumed corporate name shall be 32 effective from the date of filing by the Secretary of State 33 until the first day of the anniversary month of the 34 corporation that falls within the next calendar year evenly HB2991 Enrolled -3- LRB9108078SMmb 1 divisible by 5five, however, if an application is filed 2 within the 2 months immediately preceding the anniversary 3 month of a corporation that falls within a calendar year 4 evenly divisible by 5five, the right to use the assumed 5 corporate name shall be effective until the first day of the 6 anniversary month of the corporation that falls within the 7 next succeeding calendar year evenly divisible by 5five. 8 (e) A corporation shall renew the right to use its 9 assumed corporate name or names, if any, within the 60sixty10 days preceding the expiration of such right, for a period of 11 5fiveyears, by making an election to do so at the time of 12 filing its annual report form and by paying the renewal fee 13 as prescribed by this Act. 14 (f) Once an application for an assumed corporate name 15 has been filed by the Secretary of State, one copy thereof 16 may be filed for record in the office of the recorder of the 17 county in which the registered office of the corporation is 18 situated in this State. 19 (g) A foreign corporation may not use an assumed or 20 fictitious name in the conduct of its business to 21 intentionally misrepresent the geographic origin or location 22 of the corporation within Illinois. 23 (Source: P.A. 84-924.) 24 (805 ILCS 5/16.05) (from Ch. 32, par. 16.05) 25 Sec. 16.05. Penalties and interest imposed upon 26 corporations. 27 (a) Each corporation, domestic or foreign, that fails or 28 refuses to file any annual report or report of cumulative 29 changes in paid-in capital and pay any franchise tax due 30 pursuant to the report prior to the first day of its 31 anniversary month or, in the case of a corporation which has 32 established an extended filing month, the extended filing 33 month of the corporation shall pay a penalty of 10% of the HB2991 Enrolled -4- LRB9108078SMmb 1 amount of any delinquent franchise tax due for the report. 2 (b) Each corporation, domestic or foreign, that fails or 3 refuses to file a report of issuance of shares or increase in 4 paid-in capital within the time prescribed by this Act is 5 subject to a penalty on any obligation occurring prior to 6 January 1, 1991, and interest on those obligations on or 7 after January 1, 1991, for each calendar month or part of 8 month that it is delinquent in the amount of 1% of the amount 9 of license fees and franchise taxes provided by this Act to 10 be paid on account of the issuance of shares or increase in 11 paid-in capital. 12 (c) Each corporation, domestic or foreign, that fails or 13 refuses to file a report of cumulative changes in paid-in 14 capital or report following merger within the time prescribed 15 by this Act is subject to interest on or after January 1, 16 1992, for each calendar month or part of month that it is 17 delinquent, in the amount of 1% of the amount of franchise 18 taxes provided by this Act to be paid on account of the 19 issuance of shares or increase in paid-in capital disclosed 20 on the report of cumulative changes in paid-in capital or 21 report following merger, or $1, whichever is greater. 22 (d) If the annual franchise tax, or the supplemental 23 annual franchise tax for any 12-month period commencing July 24 1, 1968, or July 1 of any subsequent year through June 30, 25 1983, assessed in accordance with this Act, is not paid by 26 July 31, it is delinquent, and there is added a penalty prior 27 to January 1, 1991, and interest on and after January 1, 28 1991, of 1% for each month or part of month that it is 29 delinquent commencing with the month of August, or $1, 30 whichever is greater. 31 (e) If the supplemental annual franchise tax assessed in 32 accordance with the provisions of this Act for the 12-month 33 period commencing July 1, 1967, is not paid by September 30, 34 1967, it is delinquent, and there is added a penalty prior to HB2991 Enrolled -5- LRB9108078SMmb 1 January 1, 1991, and interest on and after January 1, 1991, 2 of 1% for each month or part of month that it is delinquent 3 commencing with the month of October, 1967. 4 (f) If any annual franchise tax for any period beginning 5 on or after July 1, 1983, is not paid by the time period 6 herein prescribed, it is delinquent and there is added a 7 penalty prior to January 1, 1991, and interest on and after 8 January 1, 1991, of 1% for each month or part of a month that 9 it is delinquent commencing with the anniversary month or in 10 the case of a corporation that has established an extended 11 filing month, the extended filing month, or $1, whichever is 12 greater. 13 (g) Any corporation, domestic or foreign, failing to pay 14 the prescribed fee for assumed corporate name renewal when 15 due and payable shall be given notice of nonpayment by the 16 Secretary of State by regular mail; and if the fee together 17 with a penalty fee of $5 is not paid within 90 days after the 18 notice is mailed, the right to use the assumed name shall 19 cease. 20 (h) Any corporation which (i) puts forth any sign or 21 advertisement, assuming any name other than that by which it 22 is incorporated or otherwise authorized by law to act or (ii) 23 violates Section 3.25, shall be guilty of a Class C 24 misdemeanor and shall be deemed guilty of an additional 25 offense for each day it shall continue to so offend. 26 (i) Each corporation, domestic or foreign, that fails or 27 refuses (1) to file in the office of the recorder within the 28 time prescribed by this Act any document required by this Act 29 to be so filed, or (2) to answer truthfully and fully within 30 the time prescribed by this Act interrogatories propounded by 31 the Secretary of State in accordance with this Act, or (3) to 32 perform any other act required by this Act to be performed by 33 the corporation, is guilty of a Class C misdemeanor. 34 (j) Each corporation that fails or refuses to file HB2991 Enrolled -6- LRB9108078SMmb 1 articles of revocation of dissolution within the time 2 prescribed by this Act is subject to a penalty for each 3 calendar month or part of the month that it is delinquent in 4 the amount of $50. 5 (Source: P.A. 91-464, eff. 1-1-00.) 6 Section 10. The General Not For Profit Corporation Act 7 of 1986 is amended by adding Section 103.25 and by changing 8 Sections 104.15 and 116.05 as follows: 9 (805 ILCS 105/103.25 new) 10 Sec. 103.25. Locale misrepresentation. 11 (a) A person shall not advertise or cause to be listed 12 in a telephone directory an assumed or fictitious business 13 name that intentionally misrepresents where the business is 14 actually located or operating or falsely states that the 15 business is located or operating in the area covered by the 16 telephone directory. This subsection (a) does not apply to a 17 telephone service provider or to the publisher or distributor 18 of a telephone service directory, unless the conduct 19 prescribed in this subsection (a) is on behalf of that 20 telephone service provider or that publisher or distributor. 21 (b) A foreign not-for-profit corporation that violates 22 this Section is guilty of a petty offense and must be fined 23 not less than $501 and not more than $1,000. A foreign 24 not-for-profit corporation is guilty of an additional offense 25 for each additional day in violation of this Section. 26 (805 ILCS 105/104.15) (from Ch. 32, par. 104.15) 27 Sec. 104.15. Assumed corporate name. 28 (a) A domestic corporation or a foreign corporation 29 admitted to conduct affairs or attempting to gain admission 30 to conduct affairs may elect to adopt an assumed corporate 31 name that complies with the requirements of subsection (a) of HB2991 Enrolled -7- LRB9108078SMmb 1 Section 104.05 of this Act with respect to corporate names. 2 (b) As used in this Act, "assumed corporate name" means 3 any corporate name other than the true corporate name, except 4 that the following shall not constitute the use of an assumed 5 corporate name under this Act: 6 (1) The identification by a corporation of the 7 conduct of its affairs with a trademark or service mark 8 of which it is the owner or licensed user; or 9 (2) The use of the name of a division, not 10 separately incorporated and not containing the word 11 "corporation," "incorporated," or "limited" or an 12 abbreviation of one of such words, provided the 13 corporation also clearly discloses its corporate name. 14 (c) Before conducting any affairs in this State under an 15 assumed corporate name or names, the corporation shall, for 16 each assumed corporate name, pursuant to resolution by its 17 board of directors, execute and file in accordance with 18 Section 101.10 of this Act, an application setting forth: 19 (1) The true corporate name; 20 (2) The State or country under the laws of which it 21 is organized; 22 (3) That it intends to conduct affairs under an 23 assumed corporate name; 24 (4) The assumed corporate name which it proposes to 25 use. 26 (d) The right to use an assumed corporate name shall be 27 effective from the date of filing by the Secretary of State 28 until the first day of the anniversary month of the 29 corporation that falls within the next calendar year evenly 30 divisible by 5five, except that if an application is filed 31 within the 2twomonths immediately preceding the anniversary 32 month of a corporation that falls within a calendar year 33 evenly divisible by 5five, the right to use the assumed 34 corporate name shall be effective until the first day of the HB2991 Enrolled -8- LRB9108078SMmb 1 anniversary month of the corporation that falls within the 2 next succeeding calendar year evenly divisible by 5five. 3 (e) A corporation shall renew the right to use its 4 assumed corporate name or names, if any, within the 60sixty5 days preceding the expiration of such right, for a period of 6 5fiveyears, by making an election to do so at the time of 7 filing its annual report form and by paying the renewal fee 8 as prescribed by this Act. 9 (f) Once an application for an assumed corporate name 10 has been filed by the Secretary of State, one copy thereof 11 may be filed for record in the office of the Recorder of the 12 county in which the registered office of the corporation is 13 situated in this State. 14 (g) A foreign corporation may not use an assumed or 15 fictitious name in the conduct of its business to 16 intentionally misrepresent the geographic origin or location 17 of the corporation within Illinois. 18 (Source: P.A. 84-1423.) 19 (805 ILCS 105/116.05) (from Ch. 32, par. 116.05) 20 Sec. 116.05. Penalties imposed upon corporations. (a) 21 Each corporation, domestic or foreign, that fails or refuses 22 to file its annual report prior to the first day of its 23 anniversary month shall pay a penalty of $3. 24 (b) Any corporation, domestic or foreign, failing to pay 25 the prescribed fee for assumed corporate name renewal when 26 due and payable shall be given notice of such nonpayment by 27 the Secretary of State by regular mail; and if such fee 28 together with a penalty fee of $5 is not paid within 90 days 29 after such notice is mailed, the right to use such assumed 30 name shall cease. 31 (c) Any corporation which (i) puts forth any sign or 32 advertisement, assuming any name other than that by which it 33 is incorporated or otherwise authorized by law to act or (ii) HB2991 Enrolled -9- LRB9108078SMmb 1 violates Section 103.25, shall be guilty of a Class C 2 misdemeanor and shall be deemed guilty of an additional 3 offense for each day it shall continue to so offend. 4 (d) Each corporation, domestic or foreign, that fails or 5 refuses (1) to answer truthfully and fully within the time 6 prescribed by this Act interrogatories propounded by the 7 Secretary of State in accordance with this Act, or (2) to 8 perform any other act required by this Act to be performed by 9 the corporation, is guilty of a Class C misdemeanor. 10 (e) Each corporation that fails or refuses to file 11 articles of revocation of dissolution within the time period 12 prescribed by this Act is subject to a penalty for each 13 calendar month or part of the month that it is delinquent in 14 the amount of $25.00. 15 (Source: P.A. 85-1269.) 16 Section 15. The Merger of Not For Profit Corporations 17 Act is amended by changing Section 1 and adding Section 1.5 18 as follows: 19 (805 ILCS 120/1) (from Ch. 32, par. 188a) 20 Sec. 1. Name. Any 2twoor more societies, corporations 21 or associations of the same or a similar nature, organized 22 under any special or general law of this State, or of any 23 State of these United States pertaining to corporations not 24 for pecuniary profit for the purpose of conducting any kind 25 of business or enterprise for any lawful purpose other than 26 for pecuniary profit including religious corporations, may 27 merge or consolidate into a single corporation. The 28 corporation formed by the merger or consolidation may take 29 either the name of one of such merging or consolidating 30 corporations; provided, said name is not the same as or 31 similar to that of a corporation then existing under the laws 32 of this State or of a foreign corporation licensed to do HB2991 Enrolled -10- LRB9108078SMmb 1 business in this State, or a new name not the same as or 2 similar to that of a corporation then existing under the laws 3 of this State or of a foreign corporation licensed to do 4 business in this State. 5 A foreign corporation may not use or take an assumed or 6 fictitious name in the conduct of its business that 7 intentionally misrepresents the geographic origin or location 8 of the corporation within Illinois. 9 (Source: Laws 1935, p. 618.) 10 (805 ILCS 120/1.5 new) 11 Sec. 1.5. Locale misrepresentation. 12 (a) A person shall not advertise or cause to be listed 13 in a telephone directory an assumed or fictitious business 14 name that intentionally misrepresents where the business is 15 actually located or operating or falsely states that the 16 business is located or operating in the area covered by the 17 telephone directory. This subsection (a) does not apply to a 18 telephone service provider or to the publisher or distributor 19 of a telephone service directory, unless the conduct 20 prescribed in this subsection (a) is on behalf of that 21 telephone service provider or that publisher or distributor. 22 (b) A foreign not-for-profit corporation that violates 23 this Section is guilty of a petty offense and must be fined 24 not less than $501 and not more than $1,000. A foreign 25 not-for-profit corporation is guilty of an additional offense 26 for each additional day in violation of this Section. 27 Section 20. The Limited Liability Company Act is amended 28 by changing Section 1-20 and adding Section 1-27 as follows: 29 (805 ILCS 180/1-20) 30 Sec. 1-20. Assumed name. 31 (a) A limited liability company or a foreign limited HB2991 Enrolled -11- LRB9108078SMmb 1 liability company admitted to transact business or making 2 application for admission to transact business in Illinois 3 may elect to adopt an assumed name that complies with the 4 requirements of Section 1-10 of this Act except (a)(1) shall 5 contain the term "limited liability company", "L.L.C.", or 6 "LLC". 7 (a-5) As used in this Act, "assumed name" means any name 8 other than the true limited liability company name, except 9 that the following do not constitute the use of an assumed 10 name under this Act: 11 (1) A limited liability company's identification of 12 its business with a trademark or service mark of which 13 the company is the owner or licensed user. 14 (2) The use of a name of a division, not containing 15 the word "limited", "liability", or "company" or an 16 abbreviation of one of those words, provided that the 17 limited liability company also clearly discloses its true 18 name. 19 (b) Before transacting any business in Illinois under an 20 assumed limited liability company name or names, the limited 21 liability company shall, for each assumed name, execute and 22 file in duplicate an application setting forth all of the 23 following: 24 (1) The true limited liability company name. 25 (2) The state or country under the laws of which it 26 is organized. 27 (3) That it intends to transact business under an 28 assumed limited liability company name. 29 (4) The assumed name that it proposes to use. 30 (c) The right to use an assumed name shall be effective 31 from the date of filing by the Secretary of State until the 32 first day of the anniversary month of the limited liability 33 company that falls within the next calendar year evenly 34 divisible by 5. However, if an application is filed within HB2991 Enrolled -12- LRB9108078SMmb 1 the 2 months immediately preceding the anniversary month of a 2 limited liability company that falls within a calendar year 3 evenly divisible by 5, the right to use the assumed name 4 shall be effective until the first day of the anniversary 5 month of the limited liability company that falls within the 6 next succeeding calendar year evenly divisible by 5. 7 (d) A limited liability company shall renew the right to 8 use its assumed name or names, if any, within the 60 days 9 preceding the expiration of the right, for a period of 5 10 years, by making an election to do so at the time of filing 11 its annual report form and by paying the renewal fee as 12 prescribed by this Act. 13 (e) A limited liability company or foreign limited 14 liability company may change or cancel any or all of its 15 assumed names by executing and filing an application setting 16 forth all of the following: 17 (1) The true limited liability company name. 18 (2) The state or country under the laws of which it 19 is organized. 20 (3) That it intends to cease transacting business 21 under an assumed name by changing or cancelling it. 22 (4) The assumed name to be changed or cancelled. 23 (5) If the assumed name is to be changed, the 24 assumed name that the limited liability company proposes 25 to use. 26 (f) Upon the filing of an application to change an 27 assumed name, the limited liability company shall have the 28 right to use the assumed name for the balance of the period 29 authorized. 30 (g) The right to use an assumed name shall be cancelled 31 by the Secretary of State if any of the following occurs: 32 (1) The limited liability company fails to renew an 33 assumed name. 34 (2) The limited liability company has filed an HB2991 Enrolled -13- LRB9108078SMmb 1 application to change or cancel the assumed name. 2 (3) A limited liability company has been dissolved. 3 (4) A foreign limited liability company has had its 4 admission to do business in Illinois revoked. 5 (h) Any limited liability company or foreign limited 6 liability company failing to pay the prescribed fee for 7 assumed name renewal when due and payable shall be given 8 notice of nonpayment by the Secretary of State by regular 9 mail. If the fee, together with a late fee of $100, is not 10 paid within 60 days after the notice is mailed, the right to 11 use the assumed name shall cease. Any limited liability 12 company or foreign limited liability company that (i) puts 13 forth any sign or advertisement assuming any name other than 14 that under which it is organized or otherwise authorized by 15 law to act or (ii) violates Section 1-27 is guilty of a petty 16businessoffense and shall be fined not less than $501 and 17 not more than $1,000. A limited liability company or foreign 18 limited liability company shall be deemed guilty of an 19 additional offense for each day it shall continue to so 20 offend. Each limited liability company or foreign limited 21 liability company that fails or refuses (1) to answer 22 truthfully and fully within the time prescribed by this Act 23 interrogatories propounded by the Secretary of State in 24 accordance with this Act or (2) to perform any other act 25 required by this Act to be performed by the limited liability 26 company or foreign limited liability company is guilty of a 27 pettybusinessoffense and shall be fined not less than $501 28 and not more than $1,000. 29 (i) A foreign limited liability company may not use an 30 assumed or fictitious name in the conduct of its business to 31 intentionally misrepresent the geographic origin or location 32 of the company. 33 (Source: P.A. 91-354, eff. 1-1-00.) HB2991 Enrolled -14- LRB9108078SMmb 1 (805 ILCS 180/1-27 new) 2 Sec. 1-27. Locale misrepresentation. 3 (a) A person shall not advertise or cause to be listed 4 in a telephone directory an assumed or fictitious business 5 name that intentionally misrepresents where the business is 6 actually located or operating or falsely states that the 7 business is located or operating in the area covered by the 8 telephone directory. This subsection (a) does not apply to a 9 telephone service provider or to the publisher or distributor 10 of a telephone service directory, unless the conduct 11 prescribed in this subsection (a) is on behalf of that 12 telephone service provider or that publisher or distributor. 13 (b) This Section does not apply to any foreign limited 14 liability company that has gross annual revenues in excess of 15 $100,000,000. 16 (c) A foreign limited liability company that violates 17 this Section is guilty of a petty offense and must be fined 18 not less than $501 and not more than $1,000. A foreign 19 limited liability company is guilty of an additional offense 20 for each additional day in violation of this Section. 21 Section 25. The Uniform Partnership Act is amended by 22 adding Section 6.5 and changing Section 8.2 as follows: 23 (805 ILCS 205/6.5 new) 24 Sec. 6.5. Prohibited name; locale misrepresentation. 25 (a) A foreign partnership may not use an assumed or 26 fictitious name in the conduct of its business to 27 intentionally misrepresent the geographic origin or location 28 of the partnership. 29 (b) A person shall not advertise or cause to be listed 30 in a telephone directory an assumed or fictitious business 31 name that intentionally misrepresents where the business is 32 actually located or operating or falsely states that the HB2991 Enrolled -15- LRB9108078SMmb 1 business is located or operating in the area covered by the 2 telephone directory. This subsection (b) does not apply to a 3 telephone service provider or to the publisher or distributor 4 of a telephone service directory, unless the conduct 5 prescribed in this subsection (b) is on behalf of that 6 telephone service provider or that publisher or distributor. 7 This subsection (b) does not apply to any foreign 8 partnership that has gross annual revenues in excess of 9 $100,000,000. 10 (c) A foreign partnership that violates this Section is 11 guilty of a petty offense and must be fined not less than 12 $501 and not more than $1,000. A foreign partnership is 13 guilty of an additional offense for each additional day in 14 violation of this Section. 15 (805 ILCS 205/8.2) 16 Sec. 8.2. Name of registered limited liability 17 partnership; misrepresentation. 18 (a) The name of a registered limited liability 19 partnership shall contain the words "Registered Limited 20 Liability Partnership" or the abbreviation "L.L.P." or the 21 designation "LLP" as the last words or letters of its name. 22 (b) A foreign partnership may not use an assumed or 23 fictitious name in the conduct of its business to 24 intentionally misrepresent the geographic origin or location 25 of the partnership. 26 This subsection (b) does not apply to any foreign limited 27 liability partnership that has gross annual revenues in 28 excess of $100,000,000. 29 (c) A person shall not advertise or cause to be listed 30 in a telephone directory an assumed or fictitious business 31 name that intentionally misrepresents where the business is 32 actually located or operating or falsely states that the 33 business is located or operating in the area covered by the HB2991 Enrolled -16- LRB9108078SMmb 1 telephone directory. This subsection (c) does not apply to a 2 telephone service provider or to the publisher or distributor 3 of a telephone service directory, unless the conduct 4 prescribed in this subsection (c) is on behalf of that 5 telephone service provider or that publisher or distributor. 6 This subsection (c) does not apply to any foreign limited 7 liability partnership that has gross annual revenues in 8 excess of $100,000,000. 9 (d) A foreign limited liability partnership that violates 10 this Section is guilty of a petty offense and must be fined 11 not less than $501 and not more than $1,000. A foreign 12 limited liability partnership is guilty of an additional 13 offense for each additional day in violation of this Section. 14 (Source: P.A. 88-573, eff. 8-11-94.) 15 Section 30. The Revised Uniform Limited Partnership Act 16 is amended by changing Section 102 and adding Section 105.5 17 as follows: 18 (805 ILCS 210/102) (from Ch. 106 1/2, par. 151-3) 19 Sec. 102. Name. 20 (a) The name of each limited partnership as set forth in 21 its certificate of limited partnership: 22 (1) shall contain the words "limited partnership" 23 or the abbreviation "L.P."; 24 (2) may not contain the name of a limited partner 25 unless (i) it is also the name of a general partner or 26 the corporate name of a corporate general partner, or 27 (ii) the business of the limited partnership had been 28 carried on under the name before the admission of that 29 limited partner as a limited partner; 30 (3) may not contain a word or phrase, or an 31 abbreviation or derivation thereof, the use of which is 32 prohibited or restricted by any other statute of this HB2991 Enrolled -17- LRB9108078SMmb 1 State unless such restriction has been complied with; 2 (4) shall consist of letters of the English 3 alphabet, Arabic or Roman numerals, or symbols capable of 4 being readily reproduced by the Office of the Secretary 5 of State;and6 (5) shall not contain any of the following terms: 7 "Corporation", "Corp.", "Incorporated", "Inc.", "Company" 8 or "Co."; and.9 (6) may not contain an assumed or fictitious name 10 for the conduct of its business to intentionally 11 misrepresent the origin or location of the partnership. 12 (b) Nothing in this Section or Section 108 shall: 13 (1) require any limited partnership existing under 14 the "Uniform Limited Partnership Act", filed June 28, 15 1917, as amended, to modify or otherwise change its name; 16 or 17 (2) abrogate or limit the common law or statutory 18 law of unfair competition or unfair trade practices, nor 19 derogate from the common law or principles of equity or 20 the statutes of this State or of the United States with 21 respect to the right to acquire and protect copyrights, 22 trade names, trademarks, service marks, service names, or 23 any other right to the exclusive use of names or symbols. 24 (c) Except for subsection (i) of Section 108, a limited 25 partnership under this Act shall not be subject to the 26 provisions of the Assumed Business Name Act"An Act in27relation to the use of an assumed name in the conduct or28transaction of business in this State", approved July 17,291941, as amended. 30 (Source: P.A. 86-836.) 31 (805 ILCS 210/105.5 new) 32 Sec. 105.5. Locale misrepresentation. 33 (a) A person shall not advertise or cause to be listed HB2991 Enrolled -18- LRB9108078SMmb 1 in a telephone directory an assumed or fictitious business 2 name that intentionally misrepresents where the business is 3 actually located or operating or falsely states that the 4 business is located or operating in the area covered by the 5 telephone directory. This subsection (a) does not apply to a 6 telephone service provider or to the publisher or distributor 7 of a telephone service directory, unless the conduct 8 prescribed in this subsection (a) is on behalf of that 9 telephone service provider or that publisher or distributor. 10 (b) This Section does not apply to any foreign limited 11 partnership that has gross annual revenues in excess of 12 $100,000,000. 13 (c) A foreign limited partnership that violates this 14 Section is guilty of a petty offense and must be fined not 15 less than $501 and not more than $1,000. A foreign limited 16 partnership is guilty of an additional offense for each 17 additional day in violation of this Section. 18 Section 35. The Assumed Business Name Act is amended by 19 changing Section 1 and adding Section 3b as follows: 20 (805 ILCS 405/1) (from Ch. 96, par. 4) 21 Sec. 1. Certificate; misrepresentation. No person or 22 persons shall conduct or transact business in this State 23 under an assumed name, or under any designation, name or 24 style, corporate or otherwise, other than the real name or 25 names of the individual or individuals conducting or 26 transacting such business, unless such person or persons 27 shall file in the office of the County Clerk of the County in 28 which such person or persons conduct or transact or intend to 29 conduct or transact such business, a certificate setting 30 forth the name under which the business is, or is to be, 31 conducted or transacted, and the true or real full name or 32 names of the person or persons owning, conducting or HB2991 Enrolled -19- LRB9108078SMmb 1 transacting the same, with the post office address or 2 addresses of such person or persons and every address where 3 such business is, or is to be, conducted or transacted in the 4 county. The certificate shall be executed and duly 5 acknowledged by the person or persons so conducting or 6 intending to conduct the business. 7 Notice of the filing of such certificate shall be 8 published in a newspaper of general circulation published 9 within the county in which the certificate is filed. Such 10 notice shall be published once a week for 3 consecutive 11 weeks. The first publication shall be within 15 days after 12 the certificate is filed in the office of the County Clerk. 13 Proof of publication shall be filed with the County Clerk 14 within 50 days from the date of filing the certificate. Upon 15 receiving proof of publication, the clerk shall issue a 16 receipt to the person filing such certificate but no 17 additional charge shall be assessed by the clerk for giving 18 such receipt. Unless proof of publication is made to the 19 clerk, the certificate of registration of the assumed name is 20 void. 21 If any person changes his name or his residence address 22 or the address of any place of business in the county where 23 such assumed name is being employed after filing a 24 certificate, or if the name of a person is added to any 25 business organization for which a certificate is on file, 26 such person shall file an additional, duly acknowledged 27 certificate in the office of the County Clerk of the county 28 in which such person transacts business under an assumed 29 name. The certificate shall set out the change or addition as 30 the case may be. Such certificate shall also set out the post 31 office address of the person. If any business organization 32 for which such certificate has been filed in any county of 33 this State shall remove its place of business to another 34 county in this State or shall establish an additional HB2991 Enrolled -20- LRB9108078SMmb 1 location for doing business in another county of this State, 2 a certificate shall be filed in the office of the County 3 Clerk of such other county and notice of the filing of such 4 certificate of a change or addition of a name shall be 5 published and proof of publication made pursuant to the 6 provisions of this section in the same manner as is provided 7 for original certificates to do business under an assumed 8 name. 9 A foreign person or foreign entity may not use an assumed 10 or fictitious name in the conduct of its business to 11 intentionally misrepresent the origin or location of the 12 person or entity. 13 (Source: P.A. 86-622.) 14 (805 ILCS 405/3b new) 15 Sec. 3b. Locale misrepresentation. 16 (a) A person shall not advertise or cause to be listed 17 in a telephone directory an assumed or fictitious business 18 name that intentionally misrepresents where the business is 19 actually located or operating or falsely states that the 20 business is located or operating in the area covered by the 21 telephone directory. This subsection (a) does not apply to a 22 telephone service provider or to the publisher or distributor 23 of a telephone service directory, unless the conduct 24 prescribed in this subsection (a) is on behalf of that 25 telephone service provider or that publisher or distributor. 26 (b) This Section does not apply to any foreign person or 27 foreign entity that has gross annual revenues in excess of 28 $100,000,000. 29 (c) A foreign limited partnership that violates this 30 Section is guilty of a petty offense and must be fined not 31 less than $501 and not more than $1,000. A foreign limited 32 partnership is guilty of an additional offense for each 33 additional day in violation of this Section.