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| [ Senate Amendment 001 ] |
91_HB2991ham002
LRB9108078SMdvam03
1 AMENDMENT TO HOUSE BILL 2991
2 AMENDMENT NO. . Amend House Bill 2991 by replacing
3 the title with the following:
4 "AN ACT concerning business names."; and
5 by replacing everything after the enacting clause with the
6 following:
7 "Section 5. The Business Corporation Act of 1983 is
8 amended by adding Section 3.25 and by changing Sections 4.15
9 and 16.05 as follows:
10 (805 ILCS 5/3.25 new)
11 Sec. 3.25. Locale misrepresentation.
12 (a) A foreign corporation may not intentionally
13 misrepresent in the conduct of its business the corporation's
14 geographic origin or location on a sign, advertisement, or
15 telephone listing by using an Illinois or toll-free telephone
16 number that when called is forwarded or otherwise transferred
17 to a business location outside Illinois.
18 (b) A person shall not advertise or cause to be listed
19 in a telephone directory an assumed or fictitious business
20 name that intentionally misrepresents where the business is
21 actually located or operating or falsely states that the
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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 (c) This Section does not apply to any foreign
8 corporation, the stock of which is traded on a national stock
9 exchange, that has gross annual revenues in excess of
10 $100,000,000.
11 (d) A foreign corporation that violates this Section is
12 guilty of a petty offense and must be fined not less than
13 $501 and not more than $1,000. A foreign corporation is
14 guilty of an additional offense for each additional day in
15 violation of this Section.
16 (805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
17 Sec. 4.15. Assumed corporate name.
18 (a) A domestic corporation or a foreign corporation
19 admitted to transact business or attempting to gain admission
20 to transact business may elect to adopt an assumed corporate
21 name that complies with the requirements of paragraphs (2),
22 (3), (4), (5) and (6) of subsection (a) of Section 4.05 of
23 this Act with respect to corporate names.
24 (b) As used in this Act, "assumed corporate name" means
25 any corporate name other than the true corporate name, except
26 that the following shall not constitute the use of an assumed
27 corporate name under this Act:
28 (1) the identification by a corporation of its
29 business with a trademark or service mark of which it is
30 the owner or licensed user; and
31 (2) the use of a name of a division, not separately
32 incorporated and not containing the word "corporation",
33 "incorporated", or "limited" or an abbreviation of one of
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1 such words, provided the corporation also clearly
2 discloses its corporate name.
3 (c) Before transacting any business in this State under
4 an assumed corporate name or names, the corporation shall,
5 for each assumed corporate name, pursuant to resolution by
6 its board of directors, execute and file in duplicate in
7 accordance with Section 1.10 of this Act, an application
8 setting forth:
9 (1) The true corporate name.
10 (2) The state or country under the laws of which it
11 is organized.
12 (3) That it intends to transact business under an
13 assumed corporate name.
14 (4) The assumed corporate name which it proposes to
15 use.
16 (d) The right to use an assumed corporate name shall be
17 effective from the date of filing by the Secretary of State
18 until the first day of the anniversary month of the
19 corporation that falls within the next calendar year evenly
20 divisible by 5 five, however, if an application is filed
21 within the 2 months immediately preceding the anniversary
22 month of a corporation that falls within a calendar year
23 evenly divisible by 5 five, the right to use the assumed
24 corporate name shall be effective until the first day of the
25 anniversary month of the corporation that falls within the
26 next succeeding calendar year evenly divisible by 5 five.
27 (e) A corporation shall renew the right to use its
28 assumed corporate name or names, if any, within the 60 sixty
29 days preceding the expiration of such right, for a period of
30 5 five years, by making an election to do so at the time of
31 filing its annual report form and by paying the renewal fee
32 as prescribed by this Act.
33 (f) Once an application for an assumed corporate name
34 has been filed by the Secretary of State, one copy thereof
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1 may be filed for record in the office of the recorder of the
2 county in which the registered office of the corporation is
3 situated in this State.
4 (g) A foreign corporation may not use an assumed or
5 fictitious name in the conduct of its business to
6 intentionally misrepresent the geographic origin or location
7 of the corporation within Illinois.
8 (Source: P.A. 84-924.)
9 (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
10 Sec. 16.05. Penalties and interest imposed upon
11 corporations.
12 (a) Each corporation, domestic or foreign, that fails or
13 refuses to file any annual report or report of cumulative
14 changes in paid-in capital and pay any franchise tax due
15 pursuant to the report prior to the first day of its
16 anniversary month or, in the case of a corporation which has
17 established an extended filing month, the extended filing
18 month of the corporation shall pay a penalty of 10% of the
19 amount of any delinquent franchise tax due for the report.
20 (b) Each corporation, domestic or foreign, that fails or
21 refuses to file a report of issuance of shares or increase in
22 paid-in capital within the time prescribed by this Act is
23 subject to a penalty on any obligation occurring prior to
24 January 1, 1991, and interest on those obligations on or
25 after January 1, 1991, for each calendar month or part of
26 month that it is delinquent in the amount of 1% of the amount
27 of license fees and franchise taxes provided by this Act to
28 be paid on account of the issuance of shares or increase in
29 paid-in capital.
30 (c) Each corporation, domestic or foreign, that fails or
31 refuses to file a report of cumulative changes in paid-in
32 capital or report following merger within the time prescribed
33 by this Act is subject to interest on or after January 1,
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1 1992, for each calendar month or part of month that it is
2 delinquent, in the amount of 1% of the amount of franchise
3 taxes provided by this Act to be paid on account of the
4 issuance of shares or increase in paid-in capital disclosed
5 on the report of cumulative changes in paid-in capital or
6 report following merger, or $1, whichever is greater.
7 (d) If the annual franchise tax, or the supplemental
8 annual franchise tax for any 12-month period commencing July
9 1, 1968, or July 1 of any subsequent year through June 30,
10 1983, assessed in accordance with this Act, is not paid by
11 July 31, it is delinquent, and there is added a penalty prior
12 to January 1, 1991, and interest on and after January 1,
13 1991, of 1% for each month or part of month that it is
14 delinquent commencing with the month of August, or $1,
15 whichever is greater.
16 (e) If the supplemental annual franchise tax assessed in
17 accordance with the provisions of this Act for the 12-month
18 period commencing July 1, 1967, is not paid by September 30,
19 1967, it is delinquent, and there is added a penalty prior to
20 January 1, 1991, and interest on and after January 1, 1991,
21 of 1% for each month or part of month that it is delinquent
22 commencing with the month of October, 1967.
23 (f) If any annual franchise tax for any period beginning
24 on or after July 1, 1983, is not paid by the time period
25 herein prescribed, it is delinquent and there is added a
26 penalty prior to January 1, 1991, and interest on and after
27 January 1, 1991, of 1% for each month or part of a month that
28 it is delinquent commencing with the anniversary month or in
29 the case of a corporation that has established an extended
30 filing month, the extended filing month, or $1, whichever is
31 greater.
32 (g) Any corporation, domestic or foreign, failing to pay
33 the prescribed fee for assumed corporate name renewal when
34 due and payable shall be given notice of nonpayment by the
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1 Secretary of State by regular mail; and if the fee together
2 with a penalty fee of $5 is not paid within 90 days after the
3 notice is mailed, the right to use the assumed name shall
4 cease.
5 (h) Any corporation which (i) puts forth any sign, or
6 advertisement, or telephone listing, assuming any name other
7 than that by which it is incorporated or otherwise authorized
8 by law to act or (ii) violates Section 3.25, shall be guilty
9 of a Class C misdemeanor and shall be deemed guilty of an
10 additional offense for each day it shall continue to so
11 offend.
12 (i) Each corporation, domestic or foreign, that fails or
13 refuses (1) to file in the office of the recorder within the
14 time prescribed by this Act any document required by this Act
15 to be so filed, or (2) to answer truthfully and fully within
16 the time prescribed by this Act interrogatories propounded by
17 the Secretary of State in accordance with this Act, or (3) to
18 perform any other act required by this Act to be performed by
19 the corporation, is guilty of a Class C misdemeanor.
20 (j) Each corporation that fails or refuses to file
21 articles of revocation of dissolution within the time
22 prescribed by this Act is subject to a penalty for each
23 calendar month or part of the month that it is delinquent in
24 the amount of $50.
25 (Source: P.A. 91-464, eff. 1-1-00.)
26 Section 10. The General Not For Profit Corporation Act
27 of 1986 is amended by adding Section 103.25 and by changing
28 Sections 104.15 and 116.05 as follows:
29 (805 ILCS 105/103.25 new)
30 Sec. 103.25. Locale misrepresentation.
31 (a) A foreign corporation may not intentionally
32 misrepresent in the conduct of its business the corporation's
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1 geographic origin or location on a sign, advertisement, or
2 telephone listing by using an Illinois or toll-free telephone
3 number that when called is forwarded or otherwise transferred
4 to a business location outside Illinois.
5 (b) A person shall not advertise or cause to be listed
6 in a telephone directory an assumed or fictitious business
7 name that intentionally misrepresents where the business is
8 actually located or operating or falsely states that the
9 business is located or operating in the area covered by the
10 telephone directory. This subsection (b) does not apply to a
11 telephone service provider or to the publisher or distributor
12 of a telephone service directory, unless the conduct
13 prescribed in this subsection (b) is on behalf of that
14 telephone service provider or that publisher or distributor.
15 (c) A foreign not-for-profit corporation that violates
16 this Section is guilty of a petty offense and must be fined
17 not less than $501 and not more than $1,000. A foreign
18 not-for-profit corporation is guilty of an additional offense
19 for each additional day in violation of this Section.
20 (805 ILCS 105/104.15) (from Ch. 32, par. 104.15)
21 Sec. 104.15. Assumed corporate name.
22 (a) A domestic corporation or a foreign corporation
23 admitted to conduct affairs or attempting to gain admission
24 to conduct affairs may elect to adopt an assumed corporate
25 name that complies with the requirements of subsection (a) of
26 Section 104.05 of this Act with respect to corporate names.
27 (b) As used in this Act, "assumed corporate name" means
28 any corporate name other than the true corporate name, except
29 that the following shall not constitute the use of an assumed
30 corporate name under this Act:
31 (1) The identification by a corporation of the
32 conduct of its affairs with a trademark or service mark
33 of which it is the owner or licensed user; or
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1 (2) The use of the name of a division, not
2 separately incorporated and not containing the word
3 "corporation," "incorporated," or "limited" or an
4 abbreviation of one of such words, provided the
5 corporation also clearly discloses its corporate name.
6 (c) Before conducting any affairs in this State under an
7 assumed corporate name or names, the corporation shall, for
8 each assumed corporate name, pursuant to resolution by its
9 board of directors, execute and file in accordance with
10 Section 101.10 of this Act, an application setting forth:
11 (1) The true corporate name;
12 (2) The State or country under the laws of which it
13 is organized;
14 (3) That it intends to conduct affairs under an
15 assumed corporate name;
16 (4) The assumed corporate name which it proposes to
17 use.
18 (d) The right to use an assumed corporate name shall be
19 effective from the date of filing by the Secretary of State
20 until the first day of the anniversary month of the
21 corporation that falls within the next calendar year evenly
22 divisible by 5 five, except that if an application is filed
23 within the 2 two months immediately preceding the anniversary
24 month of a corporation that falls within a calendar year
25 evenly divisible by 5 five, the right to use the assumed
26 corporate name shall be effective until the first day of the
27 anniversary month of the corporation that falls within the
28 next succeeding calendar year evenly divisible by 5 five.
29 (e) A corporation shall renew the right to use its
30 assumed corporate name or names, if any, within the 60 sixty
31 days preceding the expiration of such right, for a period of
32 5 five years, by making an election to do so at the time of
33 filing its annual report form and by paying the renewal fee
34 as prescribed by this Act.
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1 (f) Once an application for an assumed corporate name
2 has been filed by the Secretary of State, one copy thereof
3 may be filed for record in the office of the Recorder of the
4 county in which the registered office of the corporation is
5 situated in this State.
6 (g) A foreign corporation may not use an assumed or
7 fictitious name in the conduct of its business to
8 intentionally misrepresent the geographic origin or location
9 of the corporation within Illinois.
10 (Source: P.A. 84-1423.)
11 (805 ILCS 105/116.05) (from Ch. 32, par. 116.05)
12 Sec. 116.05. Penalties imposed upon corporations. (a)
13 Each corporation, domestic or foreign, that fails or refuses
14 to file its annual report prior to the first day of its
15 anniversary month shall pay a penalty of $3.
16 (b) Any corporation, domestic or foreign, failing to pay
17 the prescribed fee for assumed corporate name renewal when
18 due and payable shall be given notice of such nonpayment by
19 the Secretary of State by regular mail; and if such fee
20 together with a penalty fee of $5 is not paid within 90 days
21 after such notice is mailed, the right to use such assumed
22 name shall cease.
23 (c) Any corporation which (i) puts forth any sign, or
24 advertisement, or telephone listing, assuming any name other
25 than that by which it is incorporated or otherwise authorized
26 by law to act or (ii) violates Section 103.25, shall be
27 guilty of a Class C misdemeanor and shall be deemed guilty of
28 an additional offense for each day it shall continue to so
29 offend.
30 (d) Each corporation, domestic or foreign, that fails or
31 refuses (1) to answer truthfully and fully within the time
32 prescribed by this Act interrogatories propounded by the
33 Secretary of State in accordance with this Act, or (2) to
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1 perform any other act required by this Act to be performed by
2 the corporation, is guilty of a Class C misdemeanor.
3 (e) Each corporation that fails or refuses to file
4 articles of revocation of dissolution within the time period
5 prescribed by this Act is subject to a penalty for each
6 calendar month or part of the month that it is delinquent in
7 the amount of $25.00.
8 (Source: P.A. 85-1269.)
9 Section 15. The Merger of Not For Profit Corporations
10 Act is amended by changing Section 1 and adding Section 1.5
11 as follows:
12 (805 ILCS 120/1) (from Ch. 32, par. 188a)
13 Sec. 1. Name. Any 2 two or more societies, corporations
14 or associations of the same or a similar nature, organized
15 under any special or general law of this State, or of any
16 State of these United States pertaining to corporations not
17 for pecuniary profit for the purpose of conducting any kind
18 of business or enterprise for any lawful purpose other than
19 for pecuniary profit including religious corporations, may
20 merge or consolidate into a single corporation. The
21 corporation formed by the merger or consolidation may take
22 either the name of one of such merging or consolidating
23 corporations; provided, said name is not the same as or
24 similar to that of a corporation then existing under the laws
25 of this State or of a foreign corporation licensed to do
26 business in this State, or a new name not the same as or
27 similar to that of a corporation then existing under the laws
28 of this State or of a foreign corporation licensed to do
29 business in this State.
30 A foreign corporation may not use or take an assumed or
31 fictitious name in the conduct of its business that
32 intentionally misrepresents the geographic origin or location
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1 of the corporation within Illinois.
2 (Source: Laws 1935, p. 618.)
3 (805 ILCS 120/1.5 new)
4 Sec. 1.5. Locale misrepresentation.
5 (a) A foreign corporation may not intentionally
6 misrepresent in the conduct of its business the corporation's
7 geographic origin or location on a sign, advertisement, or
8 telephone listing by using an Illinois or toll-free telephone
9 number that when called is forwarded or otherwise transferred
10 to a business location outside Illinois.
11 (b) 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 (b) 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 (b) is on behalf of that
20 telephone service provider or that publisher or distributor.
21 (c) 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 Section 20. The Limited Liability Company Act is amended
27 by changing Section 1-20 and adding Section 1-27 as follows:
28 (805 ILCS 180/1-20)
29 Sec. 1-20. Assumed name.
30 (a) A limited liability company or a foreign limited
31 liability company admitted to transact business or making
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1 application for admission to transact business in Illinois
2 may elect to adopt an assumed name that complies with the
3 requirements of Section 1-10 of this Act except (a)(1) shall
4 contain the term "limited liability company", "L.L.C.", or
5 "LLC".
6 (a-5) As used in this Act, "assumed name" means any name
7 other than the true limited liability company name, except
8 that the following do not constitute the use of an assumed
9 name under this Act:
10 (1) A limited liability company's identification of
11 its business with a trademark or service mark of which
12 the company is the owner or licensed user.
13 (2) The use of a name of a division, not containing
14 the word "limited", "liability", or "company" or an
15 abbreviation of one of those words, provided that the
16 limited liability company also clearly discloses its true
17 name.
18 (b) Before transacting any business in Illinois under an
19 assumed limited liability company name or names, the limited
20 liability company shall, for each assumed name, execute and
21 file in duplicate an application setting forth all of the
22 following:
23 (1) The true limited liability company name.
24 (2) The state or country under the laws of which it
25 is organized.
26 (3) That it intends to transact business under an
27 assumed limited liability company name.
28 (4) The assumed name that it proposes to use.
29 (c) The right to use an assumed name shall be effective
30 from the date of filing by the Secretary of State until the
31 first day of the anniversary month of the limited liability
32 company that falls within the next calendar year evenly
33 divisible by 5. However, if an application is filed within
34 the 2 months immediately preceding the anniversary month of a
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1 limited liability company that falls within a calendar year
2 evenly divisible by 5, the right to use the assumed name
3 shall be effective until the first day of the anniversary
4 month of the limited liability company that falls within the
5 next succeeding calendar year evenly divisible by 5.
6 (d) A limited liability company shall renew the right to
7 use its assumed name or names, if any, within the 60 days
8 preceding the expiration of the right, for a period of 5
9 years, by making an election to do so at the time of filing
10 its annual report form and by paying the renewal fee as
11 prescribed by this Act.
12 (e) A limited liability company or foreign limited
13 liability company may change or cancel any or all of its
14 assumed names by executing and filing an application setting
15 forth all of the following:
16 (1) The true limited liability company name.
17 (2) The state or country under the laws of which it
18 is organized.
19 (3) That it intends to cease transacting business
20 under an assumed name by changing or cancelling it.
21 (4) The assumed name to be changed or cancelled.
22 (5) If the assumed name is to be changed, the
23 assumed name that the limited liability company proposes
24 to use.
25 (f) Upon the filing of an application to change an
26 assumed name, the limited liability company shall have the
27 right to use the assumed name for the balance of the period
28 authorized.
29 (g) The right to use an assumed name shall be cancelled
30 by the Secretary of State if any of the following occurs:
31 (1) The limited liability company fails to renew an
32 assumed name.
33 (2) The limited liability company has filed an
34 application to change or cancel the assumed name.
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1 (3) A limited liability company has been dissolved.
2 (4) A foreign limited liability company has had its
3 admission to do business in Illinois revoked.
4 (h) Any limited liability company or foreign limited
5 liability company failing to pay the prescribed fee for
6 assumed name renewal when due and payable shall be given
7 notice of nonpayment by the Secretary of State by regular
8 mail. If the fee, together with a late fee of $100, is not
9 paid within 60 days after the notice is mailed, the right to
10 use the assumed name shall cease. Any limited liability
11 company or foreign limited liability company that (i) puts
12 forth any sign, or advertisement, or telephone listing
13 assuming any name other than that under which it is organized
14 or otherwise authorized by law to act or (ii) violates
15 Section 1-27 is guilty of a petty business offense and shall
16 be fined not less than $501 and not more than $1,000. A
17 limited liability company or foreign limited liability
18 company shall be deemed guilty of an additional offense for
19 each day it shall continue to so offend. Each limited
20 liability company or foreign limited liability company that
21 fails or refuses (1) to answer truthfully and fully within
22 the time prescribed by this Act interrogatories propounded by
23 the Secretary of State in accordance with this Act or (2) to
24 perform any other act required by this Act to be performed by
25 the limited liability company or foreign limited liability
26 company is guilty of a petty business offense and shall be
27 fined not less than $501 and not more than $1,000.
28 (i) A foreign limited liability company may not use an
29 assumed or fictitious name in the conduct of its business to
30 intentionally misrepresent the geographic origin or location
31 of the company.
32 (Source: P.A. 91-354, eff. 1-1-00.)
33 (805 ILCS 180/1-27 new)
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1 Sec. 1-27. Locale misrepresentation.
2 (a) A foreign limited liability company may not
3 intentionally misrepresent in the conduct of its business the
4 company's geographic origin or location on a sign,
5 advertisement, or telephone listing by using an Illinois or
6 toll-free telephone number that when called is forwarded or
7 otherwise transferred to a business location outside
8 Illinois.
9 (b) 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 (b) 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 (b) is on behalf of that
18 telephone service provider or that publisher or distributor.
19 (c) This Section does not apply to any foreign limited
20 liability company that has gross annual revenues in excess of
21 $100,000,000.
22 (d) A foreign limited liability company 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 limited liability company is guilty of an additional offense
26 for each additional day in violation of this Section.
27 Section 25. The Uniform Partnership Act is amended by
28 adding Section 6.5 and changing Section 8.2 as follows:
29 (805 ILCS 205/6.5 new)
30 Sec. 6.5. Prohibited name; locale misrepresentation.
31 (a) A foreign partnership may not use an assumed or
32 fictitious name in the conduct of its business to
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1 intentionally misrepresent the geographic origin or location
2 of the partnership.
3 (b) A foreign partnership may not intentionally
4 misrepresent in the conduct of its business the partnership's
5 geographic origin or location on a sign, advertisement, or
6 telephone listing by using an Illinois or toll-free telephone
7 number that when called is forwarded or otherwise transferred
8 to a business location outside Illinois.
9 This subsection (b) does not apply to any foreign
10 partnership that has gross annual revenues in excess of
11 $100,000,000.
12 (c) 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 (c) 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 (c) is on behalf of that
21 telephone service provider or that publisher or distributor.
22 This subsection (c) does not apply to any foreign
23 partnership that has gross annual revenues in excess of
24 $100,000,000.
25 (d) A foreign partnership that violates this Section is
26 guilty of a petty offense and must be fined not less than
27 $501 and not more than $1,000. A foreign partnership is
28 guilty of an additional offense for each additional day in
29 violation of this Section.
30 (805 ILCS 205/8.2)
31 Sec. 8.2. Name of registered limited liability
32 partnership; misrepresentation.
33 (a) The name of a registered limited liability
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1 partnership shall contain the words "Registered Limited
2 Liability Partnership" or the abbreviation "L.L.P." or the
3 designation "LLP" as the last words or letters of its name.
4 (b) A foreign partnership may not use an assumed or
5 fictitious name in the conduct of its business to
6 intentionally misrepresent the geographic origin or location
7 of the partnership. A foreign partnership may not
8 intentionally misrepresent in the conduct of its business the
9 partnership's geographic origin or location on a sign,
10 advertisement, or telephone listing by using an Illinois or
11 toll-free telephone number that when called is forwarded or
12 otherwise transferred to a business location outside
13 Illinois.
14 This subsection (b) does not apply to any foreign limited
15 liability partnership that has gross annual revenues in
16 excess of $100,000,000.
17 (c) 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 (c) 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 (c) is on behalf of that
26 telephone service provider or that publisher or distributor.
27 This subsection (c) does not apply to any foreign limited
28 liability partnership that has gross annual revenues in
29 excess of $100,000,000.
30 (d) A foreign limited liability partnership that violates
31 this Section is guilty of a petty offense and must be fined
32 not less than $501 and not more than $1,000. A foreign
33 limited liability partnership is guilty of an additional
34 offense for each additional day in violation of this Section.
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1 (Source: P.A. 88-573, eff. 8-11-94.)
2 Section 30. The Revised Uniform Limited Partnership Act
3 is amended by changing Section 102 and adding Section 105.5
4 as follows:
5 (805 ILCS 210/102) (from Ch. 106 1/2, par. 151-3)
6 Sec. 102. Name.
7 (a) The name of each limited partnership as set forth in
8 its certificate of limited partnership:
9 (1) shall contain the words "limited partnership"
10 or the abbreviation "L.P.";
11 (2) may not contain the name of a limited partner
12 unless (i) it is also the name of a general partner or
13 the corporate name of a corporate general partner, or
14 (ii) the business of the limited partnership had been
15 carried on under the name before the admission of that
16 limited partner as a limited partner;
17 (3) may not contain a word or phrase, or an
18 abbreviation or derivation thereof, the use of which is
19 prohibited or restricted by any other statute of this
20 State unless such restriction has been complied with;
21 (4) shall consist of letters of the English
22 alphabet, Arabic or Roman numerals, or symbols capable of
23 being readily reproduced by the Office of the Secretary
24 of State; and
25 (5) shall not contain any of the following terms:
26 "Corporation", "Corp.", "Incorporated", "Inc.", "Company"
27 or "Co."; and.
28 (6) may not contain an assumed or fictitious name
29 for the conduct of its business to intentionally
30 misrepresent the origin or location of the partnership.
31 (b) Nothing in this Section or Section 108 shall:
32 (1) require any limited partnership existing under
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1 the "Uniform Limited Partnership Act", filed June 28,
2 1917, as amended, to modify or otherwise change its name;
3 or
4 (2) abrogate or limit the common law or statutory
5 law of unfair competition or unfair trade practices, nor
6 derogate from the common law or principles of equity or
7 the statutes of this State or of the United States with
8 respect to the right to acquire and protect copyrights,
9 trade names, trademarks, service marks, service names, or
10 any other right to the exclusive use of names or symbols.
11 (c) Except for subsection (i) of Section 108, a limited
12 partnership under this Act shall not be subject to the
13 provisions of the Assumed Business Name Act "An Act in
14 relation to the use of an assumed name in the conduct or
15 transaction of business in this State", approved July 17,
16 1941, as amended.
17 (Source: P.A. 86-836.)
18 (805 ILCS 210/105.5 new)
19 Sec. 105.5. Locale misrepresentation.
20 (a) A foreign limited partnership may not intentionally
21 misrepresent in the conduct of its business the partnership's
22 geographic origin or location on a sign, advertisement, or
23 telephone listing by using an Illinois or toll-free telephone
24 number that when called is forwarded or otherwise transferred
25 to a business location outside Illinois. A partnership that
26 violates this Section is guilty of a petty offense and must
27 be fined not less than $501 and not more than $1,000. A
28 partnership is guilty of an additional offense for each
29 additional day in violation of this Section.
30 (b) A person shall not advertise or cause to be listed
31 in a telephone directory an assumed or fictitious business
32 name that intentionally misrepresents where the business is
33 actually located or operating or falsely states that the
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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 (c) This Section does not apply to any foreign limited
8 partnership that has gross annual revenues in excess of
9 $100,000,000.
10 (d) A foreign limited partnership that violates this
11 Section is guilty of a petty offense and must be fined not
12 less than $501 and not more than $1,000. A foreign limited
13 partnership is guilty of an additional offense for each
14 additional day in violation of this Section.
15 Section 35. The Assumed Business Name Act is amended by
16 changing Section 1 and adding Section 3b as follows:
17 (805 ILCS 405/1) (from Ch. 96, par. 4)
18 Sec. 1. Certificate; misrepresentation. No person or
19 persons shall conduct or transact business in this State
20 under an assumed name, or under any designation, name or
21 style, corporate or otherwise, other than the real name or
22 names of the individual or individuals conducting or
23 transacting such business, unless such person or persons
24 shall file in the office of the County Clerk of the County in
25 which such person or persons conduct or transact or intend to
26 conduct or transact such business, a certificate setting
27 forth the name under which the business is, or is to be,
28 conducted or transacted, and the true or real full name or
29 names of the person or persons owning, conducting or
30 transacting the same, with the post office address or
31 addresses of such person or persons and every address where
32 such business is, or is to be, conducted or transacted in the
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1 county. The certificate shall be executed and duly
2 acknowledged by the person or persons so conducting or
3 intending to conduct the business.
4 Notice of the filing of such certificate shall be
5 published in a newspaper of general circulation published
6 within the county in which the certificate is filed. Such
7 notice shall be published once a week for 3 consecutive
8 weeks. The first publication shall be within 15 days after
9 the certificate is filed in the office of the County Clerk.
10 Proof of publication shall be filed with the County Clerk
11 within 50 days from the date of filing the certificate. Upon
12 receiving proof of publication, the clerk shall issue a
13 receipt to the person filing such certificate but no
14 additional charge shall be assessed by the clerk for giving
15 such receipt. Unless proof of publication is made to the
16 clerk, the certificate of registration of the assumed name is
17 void.
18 If any person changes his name or his residence address
19 or the address of any place of business in the county where
20 such assumed name is being employed after filing a
21 certificate, or if the name of a person is added to any
22 business organization for which a certificate is on file,
23 such person shall file an additional, duly acknowledged
24 certificate in the office of the County Clerk of the county
25 in which such person transacts business under an assumed
26 name. The certificate shall set out the change or addition as
27 the case may be. Such certificate shall also set out the post
28 office address of the person. If any business organization
29 for which such certificate has been filed in any county of
30 this State shall remove its place of business to another
31 county in this State or shall establish an additional
32 location for doing business in another county of this State,
33 a certificate shall be filed in the office of the County
34 Clerk of such other county and notice of the filing of such
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1 certificate of a change or addition of a name shall be
2 published and proof of publication made pursuant to the
3 provisions of this section in the same manner as is provided
4 for original certificates to do business under an assumed
5 name.
6 A foreign person or foreign entity may not use an assumed
7 or fictitious name in the conduct of its business to
8 intentionally misrepresent the origin or location of the
9 person or entity.
10 (Source: P.A. 86-622.)
11 (805 ILCS 405/3b new)
12 Sec. 3b. Locale misrepresentation.
13 (a) A foreign person or foreign entity may not
14 intentionally misrepresent in the conduct of its business the
15 geographic origin or location of the person or entity on a
16 sign, advertisement, or telephone listing by using an
17 Illinois or toll-free telephone number that when called is
18 forwarded or otherwise transferred to a business location
19 outside Illinois.
20 (b) A person shall not advertise or cause to be listed
21 in a telephone directory an assumed or fictitious business
22 name that intentionally misrepresents where the business is
23 actually located or operating or falsely states that the
24 business is located or operating in the area covered by the
25 telephone directory. This subsection (b) does not apply to a
26 telephone service provider or to the publisher or distributor
27 of a telephone service directory, unless the conduct
28 prescribed in this subsection (b) is on behalf of that
29 telephone service provider or that publisher or distributor.
30 (c) This Section does not apply to any foreign person or
31 foreign entity that has gross annual revenues in excess of
32 $100,000,000.
33 (d) A foreign limited partnership that violates this
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1 Section is guilty of a petty offense and must be fined not
2 less than $501 and not more than $1,000. A foreign limited
3 partnership is guilty of an additional offense for each
4 additional day in violation of this Section.".