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91_HB2991eng HB2991 Engrossed 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 foreign corporation may not intentionally 10 misrepresent in the conduct of its business the corporation's 11 geographic origin or location on a sign, advertisement, or 12 telephone listing by using an Illinois or toll-free telephone 13 number that when called is forwarded or otherwise transferred 14 to a business location outside Illinois. 15 (b) A person shall not advertise or cause to be listed 16 in a telephone directory an assumed or fictitious business 17 name that intentionally misrepresents where the business is 18 actually located or operating or falsely states that the 19 business is located or operating in the area covered by the 20 telephone directory. This subsection (b) does not apply to a 21 telephone service provider or to the publisher or distributor 22 of a telephone service directory, unless the conduct 23 prescribed in this subsection (b) is on behalf of that 24 telephone service provider or that publisher or distributor. 25 (c) This Section does not apply to any foreign 26 corporation, the stock of which is traded on a national stock 27 exchange, that has gross annual revenues in excess of 28 $100,000,000. 29 (d) A foreign corporation that violates this Section is 30 guilty of a petty offense and must be fined not less than 31 $501 and not more than $1,000. A foreign corporation is HB2991 Engrossed -2- LRB9108078SMmb 1 guilty of an additional offense for each additional day in 2 violation of this Section. 3 (805 ILCS 5/4.15) (from Ch. 32, par. 4.15) 4 Sec. 4.15. Assumed corporate name. 5 (a) A domestic corporation or a foreign corporation 6 admitted to transact business or attempting to gain admission 7 to transact business may elect to adopt an assumed corporate 8 name that complies with the requirements of paragraphs (2), 9 (3), (4), (5) and (6) of subsection (a) of Section 4.05 of 10 this Act with respect to corporate names. 11 (b) As used in this Act, "assumed corporate name" means 12 any corporate name other than the true corporate name, except 13 that the following shall not constitute the use of an assumed 14 corporate name under this Act: 15 (1) the identification by a corporation of its 16 business with a trademark or service mark of which it is 17 the owner or licensed user; and 18 (2) the use of a name of a division, not separately 19 incorporated and not containing the word "corporation", 20 "incorporated", or "limited" or an abbreviation of one of 21 such words, provided the corporation also clearly 22 discloses its corporate name. 23 (c) Before transacting any business in this State under 24 an assumed corporate name or names, the corporation shall, 25 for each assumed corporate name, pursuant to resolution by 26 its board of directors, execute and file in duplicate in 27 accordance with Section 1.10 of this Act, an application 28 setting forth: 29 (1) The true corporate name. 30 (2) The state or country under the laws of which it 31 is organized. 32 (3) That it intends to transact business under an 33 assumed corporate name. HB2991 Engrossed -3- LRB9108078SMmb 1 (4) The assumed corporate name which it proposes to 2 use. 3 (d) The right to use an assumed corporate name shall be 4 effective from the date of filing by the Secretary of State 5 until the first day of the anniversary month of the 6 corporation that falls within the next calendar year evenly 7 divisible by 5five, however, if an application is filed 8 within the 2 months immediately preceding the anniversary 9 month of a corporation that falls within a calendar year 10 evenly divisible by 5five, the right to use the assumed 11 corporate name shall be effective until the first day of the 12 anniversary month of the corporation that falls within the 13 next succeeding calendar year evenly divisible by 5five. 14 (e) A corporation shall renew the right to use its 15 assumed corporate name or names, if any, within the 60sixty16 days preceding the expiration of such right, for a period of 17 5fiveyears, by making an election to do so at the time of 18 filing its annual report form and by paying the renewal fee 19 as prescribed by this Act. 20 (f) Once an application for an assumed corporate name 21 has been filed by the Secretary of State, one copy thereof 22 may be filed for record in the office of the recorder of the 23 county in which the registered office of the corporation is 24 situated in this State. 25 (g) A foreign corporation 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 corporation within Illinois. 29 (Source: P.A. 84-924.) 30 (805 ILCS 5/16.05) (from Ch. 32, par. 16.05) 31 Sec. 16.05. Penalties and interest imposed upon 32 corporations. 33 (a) Each corporation, domestic or foreign, that fails or HB2991 Engrossed -4- LRB9108078SMmb 1 refuses to file any annual report or report of cumulative 2 changes in paid-in capital and pay any franchise tax due 3 pursuant to the report prior to the first day of its 4 anniversary month or, in the case of a corporation which has 5 established an extended filing month, the extended filing 6 month of the corporation shall pay a penalty of 10% of the 7 amount of any delinquent franchise tax due for the report. 8 (b) Each corporation, domestic or foreign, that fails or 9 refuses to file a report of issuance of shares or increase in 10 paid-in capital within the time prescribed by this Act is 11 subject to a penalty on any obligation occurring prior to 12 January 1, 1991, and interest on those obligations on or 13 after January 1, 1991, for each calendar month or part of 14 month that it is delinquent in the amount of 1% of the amount 15 of license fees and franchise taxes provided by this Act to 16 be paid on account of the issuance of shares or increase in 17 paid-in capital. 18 (c) Each corporation, domestic or foreign, that fails or 19 refuses to file a report of cumulative changes in paid-in 20 capital or report following merger within the time prescribed 21 by this Act is subject to interest on or after January 1, 22 1992, for each calendar month or part of month that it is 23 delinquent, in the amount of 1% of the amount of franchise 24 taxes provided by this Act to be paid on account of the 25 issuance of shares or increase in paid-in capital disclosed 26 on the report of cumulative changes in paid-in capital or 27 report following merger, or $1, whichever is greater. 28 (d) If the annual franchise tax, or the supplemental 29 annual franchise tax for any 12-month period commencing July 30 1, 1968, or July 1 of any subsequent year through June 30, 31 1983, assessed in accordance with this Act, is not paid by 32 July 31, it is delinquent, and there is added a penalty prior 33 to January 1, 1991, and interest on and after January 1, 34 1991, of 1% for each month or part of month that it is HB2991 Engrossed -5- LRB9108078SMmb 1 delinquent commencing with the month of August, or $1, 2 whichever is greater. 3 (e) If the supplemental annual franchise tax assessed in 4 accordance with the provisions of this Act for the 12-month 5 period commencing July 1, 1967, is not paid by September 30, 6 1967, it is delinquent, and there is added a penalty prior to 7 January 1, 1991, and interest on and after January 1, 1991, 8 of 1% for each month or part of month that it is delinquent 9 commencing with the month of October, 1967. 10 (f) If any annual franchise tax for any period beginning 11 on or after July 1, 1983, is not paid by the time period 12 herein prescribed, it is delinquent and there is added a 13 penalty prior to January 1, 1991, and interest on and after 14 January 1, 1991, of 1% for each month or part of a month that 15 it is delinquent commencing with the anniversary month or in 16 the case of a corporation that has established an extended 17 filing month, the extended filing month, or $1, whichever is 18 greater. 19 (g) Any corporation, domestic or foreign, failing to pay 20 the prescribed fee for assumed corporate name renewal when 21 due and payable shall be given notice of nonpayment by the 22 Secretary of State by regular mail; and if the fee together 23 with a penalty fee of $5 is not paid within 90 days after the 24 notice is mailed, the right to use the assumed name shall 25 cease. 26 (h) Any corporation which (i) puts forth any sign,or27 advertisement, or telephone listing, assuming any name other 28 than that by which it is incorporated or otherwise authorized 29 by law to act or (ii) violates Section 3.25, shall be guilty 30 of a Class C misdemeanor and shall be deemed guilty of an 31 additional offense for each day it shall continue to so 32 offend. 33 (i) Each corporation, domestic or foreign, that fails or 34 refuses (1) to file in the office of the recorder within the HB2991 Engrossed -6- LRB9108078SMmb 1 time prescribed by this Act any document required by this Act 2 to be so filed, or (2) to answer truthfully and fully within 3 the time prescribed by this Act interrogatories propounded by 4 the Secretary of State in accordance with this Act, or (3) to 5 perform any other act required by this Act to be performed by 6 the corporation, is guilty of a Class C misdemeanor. 7 (j) Each corporation that fails or refuses to file 8 articles of revocation of dissolution within the time 9 prescribed by this Act is subject to a penalty for each 10 calendar month or part of the month that it is delinquent in 11 the amount of $50. 12 (Source: P.A. 91-464, eff. 1-1-00.) 13 Section 10. The General Not For Profit Corporation Act 14 of 1986 is amended by adding Section 103.25 and by changing 15 Sections 104.15 and 116.05 as follows: 16 (805 ILCS 105/103.25 new) 17 Sec. 103.25. Locale misrepresentation. 18 (a) A foreign corporation may not intentionally 19 misrepresent in the conduct of its business the corporation's 20 geographic origin or location on a sign, advertisement, or 21 telephone listing by using an Illinois or toll-free telephone 22 number that when called is forwarded or otherwise transferred 23 to a business location outside Illinois. 24 (b) A person shall not advertise or cause to be listed 25 in a telephone directory an assumed or fictitious business 26 name that intentionally misrepresents where the business is 27 actually located or operating or falsely states that the 28 business is located or operating in the area covered by the 29 telephone directory. This subsection (b) does not apply to a 30 telephone service provider or to the publisher or distributor 31 of a telephone service directory, unless the conduct 32 prescribed in this subsection (b) is on behalf of that HB2991 Engrossed -7- LRB9108078SMmb 1 telephone service provider or that publisher or distributor. 2 (c) A foreign not-for-profit corporation that violates 3 this Section is guilty of a petty offense and must be fined 4 not less than $501 and not more than $1,000. A foreign 5 not-for-profit corporation is guilty of an additional offense 6 for each additional day in violation of this Section. 7 (805 ILCS 105/104.15) (from Ch. 32, par. 104.15) 8 Sec. 104.15. Assumed corporate name. 9 (a) A domestic corporation or a foreign corporation 10 admitted to conduct affairs or attempting to gain admission 11 to conduct affairs may elect to adopt an assumed corporate 12 name that complies with the requirements of subsection (a) of 13 Section 104.05 of this Act with respect to corporate names. 14 (b) As used in this Act, "assumed corporate name" means 15 any corporate name other than the true corporate name, except 16 that the following shall not constitute the use of an assumed 17 corporate name under this Act: 18 (1) The identification by a corporation of the 19 conduct of its affairs with a trademark or service mark 20 of which it is the owner or licensed user; or 21 (2) The use of the name of a division, not 22 separately incorporated and not containing the word 23 "corporation," "incorporated," or "limited" or an 24 abbreviation of one of such words, provided the 25 corporation also clearly discloses its corporate name. 26 (c) Before conducting any affairs in this State under an 27 assumed corporate name or names, the corporation shall, for 28 each assumed corporate name, pursuant to resolution by its 29 board of directors, execute and file in accordance with 30 Section 101.10 of this Act, an application setting forth: 31 (1) The true corporate name; 32 (2) The State or country under the laws of which it 33 is organized; HB2991 Engrossed -8- LRB9108078SMmb 1 (3) That it intends to conduct affairs under an 2 assumed corporate name; 3 (4) The assumed corporate name which it proposes to 4 use. 5 (d) The right to use an assumed corporate name shall be 6 effective from the date of filing by the Secretary of State 7 until the first day of the anniversary month of the 8 corporation that falls within the next calendar year evenly 9 divisible by 5five, except that if an application is filed 10 within the 2twomonths immediately preceding the anniversary 11 month of a corporation that falls within a calendar year 12 evenly divisible by 5five, the right to use the assumed 13 corporate name shall be effective until the first day of the 14 anniversary month of the corporation that falls within the 15 next succeeding calendar year evenly divisible by 5five. 16 (e) A corporation shall renew the right to use its 17 assumed corporate name or names, if any, within the 60sixty18 days preceding the expiration of such right, for a period of 19 5fiveyears, by making an election to do so at the time of 20 filing its annual report form and by paying the renewal fee 21 as prescribed by this Act. 22 (f) Once an application for an assumed corporate name 23 has been filed by the Secretary of State, one copy thereof 24 may be filed for record in the office of the Recorder of the 25 county in which the registered office of the corporation is 26 situated in this State. 27 (g) A foreign corporation may not use an assumed or 28 fictitious name in the conduct of its business to 29 intentionally misrepresent the geographic origin or location 30 of the corporation within Illinois. 31 (Source: P.A. 84-1423.) 32 (805 ILCS 105/116.05) (from Ch. 32, par. 116.05) 33 Sec. 116.05. Penalties imposed upon corporations. (a) HB2991 Engrossed -9- LRB9108078SMmb 1 Each corporation, domestic or foreign, that fails or refuses 2 to file its annual report prior to the first day of its 3 anniversary month shall pay a penalty of $3. 4 (b) Any corporation, domestic or foreign, failing to pay 5 the prescribed fee for assumed corporate name renewal when 6 due and payable shall be given notice of such nonpayment by 7 the Secretary of State by regular mail; and if such fee 8 together with a penalty fee of $5 is not paid within 90 days 9 after such notice is mailed, the right to use such assumed 10 name shall cease. 11 (c) Any corporation which (i) puts forth any sign,or12 advertisement, or telephone listing, assuming any name other 13 than that by which it is incorporated or otherwise authorized 14 by law to act or (ii) violates Section 103.25, shall be 15 guilty of a Class C misdemeanor and shall be deemed guilty of 16 an additional offense for each day it shall continue to so 17 offend. 18 (d) Each corporation, domestic or foreign, that fails or 19 refuses (1) to answer truthfully and fully within the time 20 prescribed by this Act interrogatories propounded by the 21 Secretary of State in accordance with this Act, or (2) to 22 perform any other act required by this Act to be performed by 23 the corporation, is guilty of a Class C misdemeanor. 24 (e) Each corporation that fails or refuses to file 25 articles of revocation of dissolution within the time period 26 prescribed by this Act is subject to a penalty for each 27 calendar month or part of the month that it is delinquent in 28 the amount of $25.00. 29 (Source: P.A. 85-1269.) 30 Section 15. The Merger of Not For Profit Corporations 31 Act is amended by changing Section 1 and adding Section 1.5 32 as follows: HB2991 Engrossed -10- LRB9108078SMmb 1 (805 ILCS 120/1) (from Ch. 32, par. 188a) 2 Sec. 1. Name. Any 2twoor more societies, corporations 3 or associations of the same or a similar nature, organized 4 under any special or general law of this State, or of any 5 State of these United States pertaining to corporations not 6 for pecuniary profit for the purpose of conducting any kind 7 of business or enterprise for any lawful purpose other than 8 for pecuniary profit including religious corporations, may 9 merge or consolidate into a single corporation. The 10 corporation formed by the merger or consolidation may take 11 either the name of one of such merging or consolidating 12 corporations; provided, said name is not the same as or 13 similar to that of a corporation then existing under the laws 14 of this State or of a foreign corporation licensed to do 15 business in this State, or a new name not the same as or 16 similar to that of a corporation then existing under the laws 17 of this State or of a foreign corporation licensed to do 18 business in this State. 19 A foreign corporation may not use or take an assumed or 20 fictitious name in the conduct of its business that 21 intentionally misrepresents the geographic origin or location 22 of the corporation within Illinois. 23 (Source: Laws 1935, p. 618.) 24 (805 ILCS 120/1.5 new) 25 Sec. 1.5. Locale misrepresentation. 26 (a) A foreign corporation may not intentionally 27 misrepresent in the conduct of its business the corporation's 28 geographic origin or location on a sign, advertisement, or 29 telephone listing by using an Illinois or toll-free telephone 30 number that when called is forwarded or otherwise transferred 31 to a business location outside Illinois. 32 (b) A person shall not advertise or cause to be listed 33 in a telephone directory an assumed or fictitious business HB2991 Engrossed -11- LRB9108078SMmb 1 name that intentionally misrepresents where the business is 2 actually located or operating or falsely states that the 3 business is located or operating in the area covered by the 4 telephone directory. This subsection (b) does not apply to a 5 telephone service provider or to the publisher or distributor 6 of a telephone service directory, unless the conduct 7 prescribed in this subsection (b) is on behalf of that 8 telephone service provider or that publisher or distributor. 9 (c) A foreign not-for-profit corporation 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 not-for-profit corporation is guilty of an additional offense 13 for each additional day in violation of this Section. 14 Section 20. The Limited Liability Company Act is amended 15 by changing Section 1-20 and adding Section 1-27 as follows: 16 (805 ILCS 180/1-20) 17 Sec. 1-20. Assumed name. 18 (a) A limited liability company or a foreign limited 19 liability company admitted to transact business or making 20 application for admission to transact business in Illinois 21 may elect to adopt an assumed name that complies with the 22 requirements of Section 1-10 of this Act except (a)(1) shall 23 contain the term "limited liability company", "L.L.C.", or 24 "LLC". 25 (a-5) As used in this Act, "assumed name" means any name 26 other than the true limited liability company name, except 27 that the following do not constitute the use of an assumed 28 name under this Act: 29 (1) A limited liability company's identification of 30 its business with a trademark or service mark of which 31 the company is the owner or licensed user. 32 (2) The use of a name of a division, not containing HB2991 Engrossed -12- LRB9108078SMmb 1 the word "limited", "liability", or "company" or an 2 abbreviation of one of those words, provided that the 3 limited liability company also clearly discloses its true 4 name. 5 (b) Before transacting any business in Illinois under an 6 assumed limited liability company name or names, the limited 7 liability company shall, for each assumed name, execute and 8 file in duplicate an application setting forth all of the 9 following: 10 (1) The true limited liability company name. 11 (2) The state or country under the laws of which it 12 is organized. 13 (3) That it intends to transact business under an 14 assumed limited liability company name. 15 (4) The assumed name that it proposes to use. 16 (c) The right to use an assumed name shall be effective 17 from the date of filing by the Secretary of State until the 18 first day of the anniversary month of the limited liability 19 company that falls within the next calendar year evenly 20 divisible by 5. However, if an application is filed within 21 the 2 months immediately preceding the anniversary month of a 22 limited liability company that falls within a calendar year 23 evenly divisible by 5, the right to use the assumed name 24 shall be effective until the first day of the anniversary 25 month of the limited liability company that falls within the 26 next succeeding calendar year evenly divisible by 5. 27 (d) A limited liability company shall renew the right to 28 use its assumed name or names, if any, within the 60 days 29 preceding the expiration of the right, for a period of 5 30 years, by making an election to do so at the time of filing 31 its annual report form and by paying the renewal fee as 32 prescribed by this Act. 33 (e) A limited liability company or foreign limited 34 liability company may change or cancel any or all of its HB2991 Engrossed -13- LRB9108078SMmb 1 assumed names by executing and filing an application setting 2 forth all of the following: 3 (1) The true limited liability company name. 4 (2) The state or country under the laws of which it 5 is organized. 6 (3) That it intends to cease transacting business 7 under an assumed name by changing or cancelling it. 8 (4) The assumed name to be changed or cancelled. 9 (5) If the assumed name is to be changed, the 10 assumed name that the limited liability company proposes 11 to use. 12 (f) Upon the filing of an application to change an 13 assumed name, the limited liability company shall have the 14 right to use the assumed name for the balance of the period 15 authorized. 16 (g) The right to use an assumed name shall be cancelled 17 by the Secretary of State if any of the following occurs: 18 (1) The limited liability company fails to renew an 19 assumed name. 20 (2) The limited liability company has filed an 21 application to change or cancel the assumed name. 22 (3) A limited liability company has been dissolved. 23 (4) A foreign limited liability company has had its 24 admission to do business in Illinois revoked. 25 (h) Any limited liability company or foreign limited 26 liability company failing to pay the prescribed fee for 27 assumed name renewal when due and payable shall be given 28 notice of nonpayment by the Secretary of State by regular 29 mail. If the fee, together with a late fee of $100, is not 30 paid within 60 days after the notice is mailed, the right to 31 use the assumed name shall cease. Any limited liability 32 company or foreign limited liability company that (i) puts 33 forth any sign,oradvertisement, or telephone listing 34 assuming any name other than that under which it is organized HB2991 Engrossed -14- LRB9108078SMmb 1 or otherwise authorized by law to act or (ii) violates 2 Section 1-27 is guilty of a pettybusinessoffense and shall 3 be fined not less than $501 and not more than $1,000. A 4 limited liability company or foreign limited liability 5 company shall be deemed guilty of an additional offense for 6 each day it shall continue to so offend. Each limited 7 liability company or foreign limited liability company that 8 fails or refuses (1) to answer truthfully and fully within 9 the time prescribed by this Act interrogatories propounded by 10 the Secretary of State in accordance with this Act or (2) to 11 perform any other act required by this Act to be performed by 12 the limited liability company or foreign limited liability 13 company is guilty of a pettybusinessoffense and shall be 14 fined not less than $501 and not more than $1,000. 15 (i) A foreign limited liability company may not use an 16 assumed or fictitious name in the conduct of its business to 17 intentionally misrepresent the geographic origin or location 18 of the company. 19 (Source: P.A. 91-354, eff. 1-1-00.) 20 (805 ILCS 180/1-27 new) 21 Sec. 1-27. Locale misrepresentation. 22 (a) A foreign limited liability company may not 23 intentionally misrepresent in the conduct of its business the 24 company's geographic origin or location on a sign, 25 advertisement, or telephone listing by using an Illinois or 26 toll-free telephone number that when called is forwarded or 27 otherwise transferred to a business location outside 28 Illinois. 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 33 business is located or operating in the area covered by the HB2991 Engrossed -15- LRB9108078SMmb 1 telephone directory. This subsection (b) 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 (b) is on behalf of that 5 telephone service provider or that publisher or distributor. 6 (c) This Section does not apply to any foreign limited 7 liability company that has gross annual revenues in excess of 8 $100,000,000. 9 (d) A foreign limited liability company 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 company is guilty of an additional offense 13 for each additional day in violation of this Section. 14 Section 25. The Uniform Partnership Act is amended by 15 adding Section 6.5 and changing Section 8.2 as follows: 16 (805 ILCS 205/6.5 new) 17 Sec. 6.5. Prohibited name; locale misrepresentation. 18 (a) A foreign partnership may not use an assumed or 19 fictitious name in the conduct of its business to 20 intentionally misrepresent the geographic origin or location 21 of the partnership. 22 (b) A foreign partnership may not intentionally 23 misrepresent in the conduct of its business the partnership's 24 geographic origin or location on a sign, advertisement, or 25 telephone listing by using an Illinois or toll-free telephone 26 number that when called is forwarded or otherwise transferred 27 to a business location outside Illinois. 28 This subsection (b) does not apply to any foreign 29 partnership that has gross annual revenues in excess of 30 $100,000,000. 31 (c) A person shall not advertise or cause to be listed 32 in a telephone directory an assumed or fictitious business HB2991 Engrossed -16- LRB9108078SMmb 1 name that intentionally misrepresents where the business is 2 actually located or operating or falsely states that the 3 business is located or operating in the area covered by the 4 telephone directory. This subsection (c) does not apply to a 5 telephone service provider or to the publisher or distributor 6 of a telephone service directory, unless the conduct 7 prescribed in this subsection (c) is on behalf of that 8 telephone service provider or that publisher or distributor. 9 This subsection (c) does not apply to any foreign 10 partnership that has gross annual revenues in excess of 11 $100,000,000. 12 (d) A foreign partnership that violates this Section is 13 guilty of a petty offense and must be fined not less than 14 $501 and not more than $1,000. A foreign partnership is 15 guilty of an additional offense for each additional day in 16 violation of this Section. 17 (805 ILCS 205/8.2) 18 Sec. 8.2. Name of registered limited liability 19 partnership; misrepresentation. 20 (a) The name of a registered limited liability 21 partnership shall contain the words "Registered Limited 22 Liability Partnership" or the abbreviation "L.L.P." or the 23 designation "LLP" as the last words or letters of its name. 24 (b) A foreign partnership may not use an assumed or 25 fictitious name in the conduct of its business to 26 intentionally misrepresent the geographic origin or location 27 of the partnership. A foreign partnership may not 28 intentionally misrepresent in the conduct of its business the 29 partnership's geographic origin or location on a sign, 30 advertisement, or telephone listing by using an Illinois or 31 toll-free telephone number that when called is forwarded or 32 otherwise transferred to a business location outside 33 Illinois. HB2991 Engrossed -17- LRB9108078SMmb 1 This subsection (b) does not apply to any foreign limited 2 liability partnership that has gross annual revenues in 3 excess of $100,000,000. 4 (c) A person shall not advertise or cause to be listed 5 in a telephone directory an assumed or fictitious business 6 name that intentionally misrepresents where the business is 7 actually located or operating or falsely states that the 8 business is located or operating in the area covered by the 9 telephone directory. This subsection (c) does not apply to a 10 telephone service provider or to the publisher or distributor 11 of a telephone service directory, unless the conduct 12 prescribed in this subsection (c) is on behalf of that 13 telephone service provider or that publisher or distributor. 14 This subsection (c) does not apply to any foreign limited 15 liability partnership that has gross annual revenues in 16 excess of $100,000,000. 17 (d) A foreign limited liability partnership that violates 18 this Section is guilty of a petty offense and must be fined 19 not less than $501 and not more than $1,000. A foreign 20 limited liability partnership is guilty of an additional 21 offense for each additional day in violation of this Section. 22 (Source: P.A. 88-573, eff. 8-11-94.) 23 Section 30. The Revised Uniform Limited Partnership Act 24 is amended by changing Section 102 and adding Section 105.5 25 as follows: 26 (805 ILCS 210/102) (from Ch. 106 1/2, par. 151-3) 27 Sec. 102. Name. 28 (a) The name of each limited partnership as set forth in 29 its certificate of limited partnership: 30 (1) shall contain the words "limited partnership" 31 or the abbreviation "L.P."; 32 (2) may not contain the name of a limited partner HB2991 Engrossed -18- LRB9108078SMmb 1 unless (i) it is also the name of a general partner or 2 the corporate name of a corporate general partner, or 3 (ii) the business of the limited partnership had been 4 carried on under the name before the admission of that 5 limited partner as a limited partner; 6 (3) may not contain a word or phrase, or an 7 abbreviation or derivation thereof, the use of which is 8 prohibited or restricted by any other statute of this 9 State unless such restriction has been complied with; 10 (4) shall consist of letters of the English 11 alphabet, Arabic or Roman numerals, or symbols capable of 12 being readily reproduced by the Office of the Secretary 13 of State;and14 (5) shall not contain any of the following terms: 15 "Corporation", "Corp.", "Incorporated", "Inc.", "Company" 16 or "Co."; and.17 (6) may not contain an assumed or fictitious name 18 for the conduct of its business to intentionally 19 misrepresent the origin or location of the partnership. 20 (b) Nothing in this Section or Section 108 shall: 21 (1) require any limited partnership existing under 22 the "Uniform Limited Partnership Act", filed June 28, 23 1917, as amended, to modify or otherwise change its name; 24 or 25 (2) abrogate or limit the common law or statutory 26 law of unfair competition or unfair trade practices, nor 27 derogate from the common law or principles of equity or 28 the statutes of this State or of the United States with 29 respect to the right to acquire and protect copyrights, 30 trade names, trademarks, service marks, service names, or 31 any other right to the exclusive use of names or symbols. 32 (c) Except for subsection (i) of Section 108, a limited 33 partnership under this Act shall not be subject to the 34 provisions of the Assumed Business Name Act"An Act inHB2991 Engrossed -19- LRB9108078SMmb 1relation to the use of an assumed name in the conduct or2transaction of business in this State", approved July 17,31941, as amended. 4 (Source: P.A. 86-836.) 5 (805 ILCS 210/105.5 new) 6 Sec. 105.5. Locale misrepresentation. 7 (a) A foreign limited partnership may not intentionally 8 misrepresent in the conduct of its business the partnership's 9 geographic origin or location on a sign, advertisement, or 10 telephone listing by using an Illinois or toll-free telephone 11 number that when called is forwarded or otherwise transferred 12 to a business location outside Illinois. A partnership that 13 violates this Section is guilty of a petty offense and must 14 be fined not less than $501 and not more than $1,000. A 15 partnership is guilty of an additional offense for each 16 additional day in violation of this Section. 17 (b) A person shall not advertise or cause to be listed 18 in a telephone directory an assumed or fictitious business 19 name that intentionally misrepresents where the business is 20 actually located or operating or falsely states that the 21 business is located or operating in the area covered by the 22 telephone directory. This subsection (b) does not apply to a 23 telephone service provider or to the publisher or distributor 24 of a telephone service directory, unless the conduct 25 prescribed in this subsection (b) is on behalf of that 26 telephone service provider or that publisher or distributor. 27 (c) This Section does not apply to any foreign limited 28 partnership that has gross annual revenues in excess of 29 $100,000,000. 30 (d) A foreign limited partnership that violates this 31 Section is guilty of a petty offense and must be fined not 32 less than $501 and not more than $1,000. A foreign limited 33 partnership is guilty of an additional offense for each HB2991 Engrossed -20- LRB9108078SMmb 1 additional day in violation of this Section. 2 Section 35. The Assumed Business Name Act is amended by 3 changing Section 1 and adding Section 3b as follows: 4 (805 ILCS 405/1) (from Ch. 96, par. 4) 5 Sec. 1. Certificate; misrepresentation. No person or 6 persons shall conduct or transact business in this State 7 under an assumed name, or under any designation, name or 8 style, corporate or otherwise, other than the real name or 9 names of the individual or individuals conducting or 10 transacting such business, unless such person or persons 11 shall file in the office of the County Clerk of the County in 12 which such person or persons conduct or transact or intend to 13 conduct or transact such business, a certificate setting 14 forth the name under which the business is, or is to be, 15 conducted or transacted, and the true or real full name or 16 names of the person or persons owning, conducting or 17 transacting the same, with the post office address or 18 addresses of such person or persons and every address where 19 such business is, or is to be, conducted or transacted in the 20 county. The certificate shall be executed and duly 21 acknowledged by the person or persons so conducting or 22 intending to conduct the business. 23 Notice of the filing of such certificate shall be 24 published in a newspaper of general circulation published 25 within the county in which the certificate is filed. Such 26 notice shall be published once a week for 3 consecutive 27 weeks. The first publication shall be within 15 days after 28 the certificate is filed in the office of the County Clerk. 29 Proof of publication shall be filed with the County Clerk 30 within 50 days from the date of filing the certificate. Upon 31 receiving proof of publication, the clerk shall issue a 32 receipt to the person filing such certificate but no HB2991 Engrossed -21- LRB9108078SMmb 1 additional charge shall be assessed by the clerk for giving 2 such receipt. Unless proof of publication is made to the 3 clerk, the certificate of registration of the assumed name is 4 void. 5 If any person changes his name or his residence address 6 or the address of any place of business in the county where 7 such assumed name is being employed after filing a 8 certificate, or if the name of a person is added to any 9 business organization for which a certificate is on file, 10 such person shall file an additional, duly acknowledged 11 certificate in the office of the County Clerk of the county 12 in which such person transacts business under an assumed 13 name. The certificate shall set out the change or addition as 14 the case may be. Such certificate shall also set out the post 15 office address of the person. If any business organization 16 for which such certificate has been filed in any county of 17 this State shall remove its place of business to another 18 county in this State or shall establish an additional 19 location for doing business in another county of this State, 20 a certificate shall be filed in the office of the County 21 Clerk of such other county and notice of the filing of such 22 certificate of a change or addition of a name shall be 23 published and proof of publication made pursuant to the 24 provisions of this section in the same manner as is provided 25 for original certificates to do business under an assumed 26 name. 27 A foreign person or foreign entity may not use an assumed 28 or fictitious name in the conduct of its business to 29 intentionally misrepresent the origin or location of the 30 person or entity. 31 (Source: P.A. 86-622.) 32 (805 ILCS 405/3b new) 33 Sec. 3b. Locale misrepresentation. HB2991 Engrossed -22- LRB9108078SMmb 1 (a) A foreign person or foreign entity may not 2 intentionally misrepresent in the conduct of its business the 3 geographic origin or location of the person or entity on a 4 sign, advertisement, or telephone listing by using an 5 Illinois or toll-free telephone number that when called is 6 forwarded or otherwise transferred to a business location 7 outside Illinois. 8 (b) A person shall not advertise or cause to be listed 9 in a telephone directory an assumed or fictitious business 10 name that intentionally misrepresents where the business is 11 actually located or operating or falsely states that the 12 business is located or operating in the area covered by the 13 telephone directory. This subsection (b) does not apply to a 14 telephone service provider or to the publisher or distributor 15 of a telephone service directory, unless the conduct 16 prescribed in this subsection (b) is on behalf of that 17 telephone service provider or that publisher or distributor. 18 (c) This Section does not apply to any foreign person or 19 foreign entity that has gross annual revenues in excess of 20 $100,000,000. 21 (d) A foreign limited partnership that violates this 22 Section is guilty of a petty offense and must be fined not 23 less than $501 and not more than $1,000. A foreign limited 24 partnership is guilty of an additional offense for each 25 additional day in violation of this Section.