Chapter 805 - Business Organizations - Business Corporation Act of 1983

(805 ILCS 5/Art. 4 heading)

ARTICLE 4. NAME

    (805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
    Sec. 4.05. Corporate name of domestic or foreign corporation.
    (a) The corporate name of a domestic corporation or of a foreign corporation organized, existing or subject to the provisions of this Act:
        (1) Shall contain, separate and apart from any other

word or abbreviation in such name, the word "corporation", "company", "incorporated", or "limited", or an abbreviation of one of such words, and if the name of a foreign corporation does not contain, separate and apart from any other word or abbreviation, one of such words or abbreviations, the corporation shall add at the end of its name, as a separate word or abbreviation, one of such words or an abbreviation of one of such words.

(2) Shall not contain any word or phrase which

indicates or implies that the corporation (i) is authorized or empowered to conduct the business of insurance, assurance, indemnity, or the acceptance of savings deposits; (ii) is authorized or empowered to conduct the business of banking unless otherwise permitted by the Commissioner of Banks and Real Estate pursuant to Section 46 of the Illinois Banking Act; or (iii) is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Commissioner of Banks and Real Estate under Section 1- 9 of the Corporate Fiduciary Act. The word "trust", "trustee", or "fiduciary" may be used by a corporation only if it has first complied with Section 1- 9 of the Corporate Fiduciary Act. The word "bank", "banker" or "banking" may only be used by a corporation if it has first complied with Section 46 of the Illinois Banking Act.

(3) Shall be distinguishable upon the records in the

office of the Secretary of State from the name or assumed name of any domestic corporation or limited liability company organized under the Limited Liability Company Act, whether profit or not for profit, existing under any Act of this State or of the name or assumed name of any foreign corporation or foreign limited liability company registered under the Limited Liability Company Act, whether profit or not for profit, authorized to transact business in this State, or a name the exclusive right to which is, at the time, reserved or registered in the manner provided in this Act or Section 1- 15 of the Limited Liability Company Act, except that, subject to the discretion of the Secretary of State, a foreign corporation that has a name prohibited by this paragraph may be issued a certificate of authority to transact business in this State, if the foreign corporation:

(i) Elects to adopt an assumed corporate name or

names in accordance with Section 4.15 of this Act; and

(ii) Agrees in its application for a certificate

of authority to transact business in this State only under such assumed corporate name or names.

(4) Shall contain the word "trust", if it be a

domestic corporation organized for the purpose of accepting and executing trusts, shall contain the word "pawners", if it be a domestic corporation organized as a pawners' society, and shall contain the word "cooperative", if it be a domestic corporation organized as a cooperative association for pecuniary profit.

(5) Shall not contain a word or phrase, or an

abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless such restriction has been complied with.

(6) Shall consist of letters of the English

alphabet, Arabic or Roman numerals, or symbols capable of being readily reproduced by the office of the Secretary of State.

(7) Shall be the name under which the corporation

shall transact business in this State unless the corporation shall also elect to adopt an assumed corporate name or names as provided in this Act; provided, however, that the corporation may use any divisional designation or trade name without complying with the requirements of this Act, provided the corporation also clearly discloses its corporate name.

        (8) (Blank).
    (b) The Secretary of State shall determine whether a name is "distinguishable" from another name for purposes of this Act. Without excluding other names which may not constitute distinguishable names in this State, a name is not considered distinguishable, for purposes of this Act, solely because it contains one or more of the following:
        (1) the word "corporation", "company",

"incorporated", or "limited", "limited liability" or an abbreviation of one of such words;

(2) articles, conjunctions, contractions,

abbreviations, different tenses or number of the same word;

foreign corporation having a certificate of authority on the effective date of this Act, to modify or otherwise change its corporate name or assumed corporate name, if any.

(2) Abrogate or limit the common law or statutory

law of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States with respect to the right to acquire and protect copyrights, trade names, trade marks, service names, service marks, or any other right to the exclusive use of names or symbols.

(Source: P.A. 92- 33, eff. 7- 1- 01.)

    (805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
    Sec. 4.10. Reserved name. The exclusive right to the use of a corporate name or an assumed corporate name, as the case may be, may be reserved by:
    (a) Any person intending to organize a corporation under this Act.
    (b) Any domestic corporation intending to change its name.
    (c) Any foreign corporation intending to make application for a certificate of authority to transact business in this State.
    (d) Any foreign corporation authorized to transact business in this State and intending to change its name.
    (e) Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to transact business in this State.
    (f) Any domestic corporation intending to adopt an assumed corporate name.
    (g) Any foreign corporation authorized to transact business in this State and intending to adopt an assumed corporate name.
    Such reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name or a specified assumed corporate name, executed by the applicant. If the Secretary of State finds that such name is available for corporate use, he or she shall reserve the same for the exclusive use of such applicant for a period of ninety days or until surrendered by a written cancellation document signed by the applicant, whichever is sooner.
    The right to the exclusive use of a specified corporate name or assumed corporate name so reserved may be transferred to any other person by filing in the office of the Secretary of State a notice of such transfer, executed by the person for whom such name was reserved, and specifying the name and address of the transferee.
    The Secretary of State may revoke any reservation if, after a hearing, he or she finds that the application therefor or any transfer thereof was made contrary to this Act.
(Source: P.A. 93- 59, eff. 7- 1- 03.)

    (805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
    Sec. 4.15. Assumed corporate name.
    (a) A domestic corporation or a foreign corporation admitted to transact business or attempting to gain admission to transact business may elect to adopt an assumed corporate name that complies with the requirements of paragraphs (2), (3), (4), (5) and (6) of subsection (a) of Section 4.05 of this Act with respect to corporate names.
    (b) As used in this Act, "assumed corporate name" means any corporate name other than the true corporate name, except that the following shall not constitute the use of an assumed corporate name under this Act:
        (1) the identification by a corporation of its

business with a trademark or service mark of which it is the owner or licensed user; and

(2) the use of a name of a division, not separately

incorporated and not containing the word "corporation", "incorporated", or "limited" or an abbreviation of one of such words, provided the corporation also clearly discloses its corporate name.

    (c) Before transacting any business in this State under an assumed corporate name or names, the corporation shall, for each assumed corporate name, pursuant to resolution by its board of directors, execute and file in duplicate in accordance with Section 1.10 of this Act, an application setting forth:
        (1) The true corporate name.
        (2) The state or country under the laws of which it

is organized.

(3) That it intends to transact business under an

assumed corporate name.

(4) The assumed corporate name which it proposes to

use.

    (d) The right to use an assumed corporate name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the corporation that falls within the next calendar year evenly divisible by 5, however, if an application is filed within the 2 months immediately preceding the anniversary month of a corporation that falls within a calendar year evenly divisible by 5, the right to use the assumed corporate name shall be effective until the first day of the anniversary month of the corporation that falls within the next succeeding calendar year evenly divisible by 5.
    (e) A corporation shall renew the right to use its assumed corporate name or names, if any, within the 60 days preceding the expiration of such right, for a period of 5 years, by making an election to do so at the time of filing its annual report form and by paying the renewal fee as prescribed by this Act.
    (f) Once an application for an assumed corporate name has been filed by the Secretary of State, one copy thereof may be filed for record in the office of the recorder of the county in which the registered office of the corporation is situated in this State.
    (g) A foreign corporation may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the corporation within Illinois.
(Source: P.A. 91- 906, eff. 1- 1- 01.)

    (805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
    Sec. 4.20. Change and cancellation of assumed corporate name.
    (a) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or all of its assumed corporate names by executing and filing, in accordance with Section 1.10 of this Act, an application setting forth:
        (1) The true corporate name.
        (2) The state or country under the laws of which it

is organized.

(3) That it intends to cease transacting business

under an assumed corporate name by changing or cancelling it.

(4) The assumed corporate name to be changed from or

cancelled.

(5) If the assumed corporate name is to be changed,

the assumed corporate name that the corporation proposes to use.

    (b) Upon the filing of an application to change an assumed corporate name, the corporation shall have the right to use the assumed corporate name for the balance of the period authorized by subsection (d) of Section 4.15.
    (c) The right to use an assumed corporate name shall be cancelled by the Secretary of State:
        (1) If the corporation fails to renew an assumed

corporate name.

(2) If the corporation has filed an application to

change or cancel an assumed corporate name.

(3) If a domestic corporation has been dissolved.
(4) If a foreign corporation has had its certificate

of authority to do business in this State revoked.

(Source: P.A. 87- 516.)

    (805 ILCS 5/4.25) (from Ch. 32, par. 4.25)
    Sec. 4.25. Registered name of foreign corporation. Any foreign corporation not transacting business in this State and not authorized to transact business in this State may register its corporate name, provided its corporate name is available for use as determined by the Secretary of State in accordance with the provisions of this Act.
    (a) Such registration shall be made by (1) executing and filing in accordance with Section 1.10 of this Act:
    (i) an application for registration, stating the name of the corporation, the State or place under the laws of which it is incorporated, the date of its incorporation, a brief statement of the business in which it is engaged or plans to engage, the post- office address of the corporation to which the Secretary of State may mail notices as required or permitted by this Act, and that it desires to register its name under this Section; and (ii) a certificate setting forth that such corporation is in good standing under the laws of the State or place wherein it is organized executed by the Secretary of State of such State or by such other public official as may have custody of the records pertaining to corporations; and (2) paying to the Secretary of State the fee prescribed by this Act.
    (b) Such registration shall be effective from the date of filing by the Secretary of State until the first day of the 12th month following such date.
    (c) Such registration may be renewed from year to year by filing an application for renewal setting forth the facts required in an original application for registration and a certificate of good standing as required for the original registration and by paying the fee prescribed by this Act within 60 days immediately preceding the first day of the 12th month following the date of filing the original registration or prior renewal. Such renewal shall extend the registration for 12 months, to expire on the first day of the month in which the original registration was filed the next year.
    (d) Any foreign corporation which has in effect a registration of its corporate name may cancel such registration at any time by filing an application for cancellation in the same manner and setting forth the same facts required to be set forth in an original registration and paying the fee prescribed by this Act.
    (e) The Secretary of State may cancel any registration if, after a hearing, he or she finds that the application therefor or any renewal thereof was made contrary to this Act.
(Source: P.A. 84- 924.)