Bill Text: IL HB4578 | 2017-2018 | 100th General Assembly | Engrossed

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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Bill Title: Amends the Solicitation for Charity Act. Provides that a trustee, person, or organization who failed to timely file an annual report shall pay a $50 (rather than $100) late filing fee. Effective immediately.

Spectrum: Strong Partisan Bill (Democrat 12-1)

Status: (Passed) 2018-08-10 - Public Act . . . . . . . . . 100-0753 [HB4578 Detail]

Download: Illinois-2017-HB4578-Engrossed.html

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AN ACT concerning regulation.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 4.05 and 4.15 as follows:
(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,

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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

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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

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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).
(9) (Blank). Shall not, as to any corporation organized
or amending its corporate name on or after the effective
date of this amendatory Act of the 96th General Assembly,
without the express written consent of the United States
Olympic Committee, contain the words: (i) "Olympic"; (ii)
"Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
"Citius Altius Fortius"; or (vi) "CHICOG".
(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;
(c) Nothing in this Section or Sections 4.15 or 4.20 shall:

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(1) Require any domestic corporation existing or any
foreign corporation having a certificate of authority on
the effective date of this Act, to modify or otherwise
change its corporate name or assumed corporate name, if
any.
(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. 98-720, eff. 7-16-14.)
(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), and (9) 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:

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(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

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that falls within a calendar year evenly divisible by 5, the
right to use the assumed corporate name shall be effective
until the first day of the anniversary month of the corporation
that falls within the next succeeding calendar year evenly
divisible by 5.
(e) A corporation shall renew the right to use its assumed
corporate name or names, if any, within the 60 days preceding
the expiration of such right, for a period of 5 years, by
making an election to do so at the time of filing its annual
report form and by paying the renewal fee as prescribed by this
Act.
(f) (Blank).
(g) A foreign corporation may not use an assumed or
fictitious name in the conduct of its business to intentionally
misrepresent the geographic origin or location of the
corporation within Illinois.
(Source: P.A. 96-7, eff. 4-3-09; 96-1121, eff. 1-1-11.)
Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Section 104.05 as follows:
(805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
Sec. 104.05. 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

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provisions of this Act:
(1) May 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;
(2) Must end with the letters "NFP" if the corporate
name contains any word or phrase which indicates or implies
that the corporation is organized for any purpose other
than a purpose for which corporations may be organized
under this Act or a purpose other than a purpose set forth
in the corporation's articles of incorporation;
(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 for profit or not for profit, existing under any
Act of this State or the name or assumed name of any
foreign corporation or foreign limited liability company
registered under the Limited Liability Company Act,
whether for profit or not for profit, authorized to
transact business or conduct affairs 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

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paragraph may be granted authority to conduct its affairs
in this State, if the foreign corporation:
(i) Elects to adopt an assumed corporation name or
names in accordance with Section 104.15 of this Act;
and
(ii) Agrees in its application for authority to
conduct affairs in this State only under such assumed
corporate name or names;
(4) 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;
(5) 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;
(6) Shall not contain the words "regular democrat,"
"regular democratic," "regular republican," "democrat,"
"democratic," or "republican," nor the name of any other
established political party, unless consent to usage of
such words or name is given to the corporation by the State
central committee of such established political party;
notwithstanding any other provisions of this Act, any
corporation, whose name at the time this amendatory Act
takes effect contains any of the words listed in this
paragraph shall certify to the Secretary of State no later
than January 1, 1989, that consent has been given by the

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State central committee; consent given to a corporation by
the State central committee to use the above listed words
may be revoked upon notification to the corporation and the
Secretary of State; and
(7) Shall be the name under which the corporation shall
conduct affairs 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. ; and
(8) (Blank). Shall not, as to any corporation organized
or amending its corporate name on or after April 3, 2009
(the effective date of Public Act 96-7), without the
express written consent of the United States Olympic
Committee, contain the words: (i) "Olympic"; (ii)
"Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
"Citius Altius Fortius"; (vi) "CHICOG"; or (vii) "Chicago
2016".
(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:

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(1) The word "corporation," "company," "incorporated,"
or "limited" or an abbreviation of one of such words;
(2) Articles, conjunctions, contractions,
abbreviations, different tenses or number of the same word.
(c) Nothing in this Section or Sections 104.15 or 104.20 of
this Act shall:
(1) Require any domestic corporation existing or any
foreign corporation having authority to conduct affairs on
the effective date of this Act, to modify or otherwise
change its corporate name or assumed corporate name, if
any; or
(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 name or symbols.
(Source: P.A. 96-7, eff. 4-3-09; 96-66, eff. 1-1-10; 96-328,
eff. 8-11-09; 96-1000, eff. 7-2-10.)
Section 15. The Limited Liability Company Act is amended by
changing Section 50-15 as follows:
(805 ILCS 180/50-15)
Sec. 50-15. Penalty.

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(a) The Secretary of State shall declare any limited
liability company or foreign limited liability company to be
delinquent and not in good standing if any of the following
occur:
(1) It has failed to file its annual report and pay the
requisite fee as required by this Act before the first day
of the anniversary month in the year in which it is due.
(2) It has failed to appoint and maintain a registered
agent in Illinois within 60 days of notification of the
Secretary of State by the resigning registered agent.
(3) (Blank).
(b) If the limited liability company or foreign limited
liability company has not corrected the default within the time
periods prescribed by this Act, the Secretary of State shall be
empowered to invoke any of the following penalties:
(1) For failure or refusal to comply with subsection
(a) of this Section before the first day of the second
month after the anniversary month within 60 days after the
due date, a penalty of $100 $300 plus $100 for each year or
fraction thereof beginning with the second year of
delinquency until returned to good standing or until
reinstatement is effected.
(2) The Secretary of State shall not file any
additional documents, amendments, reports, or other papers
relating to any limited liability company or foreign
limited liability company organized under or subject to the

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provisions of this Act until any delinquency under
subsection (a) is satisfied.
(3) In response to inquiries received in the Office of
the Secretary of State from any party regarding a limited
liability company that is delinquent, the Secretary of
State may show the limited liability company as not in good
standing.
(Source: P.A. 93-32, eff. 12-1-03; 94-605, eff. 1-1-06.)