§ 1-20 — Assumed name

Illinois § 1-20

• Jurisdiction: Illinois
• Topic: BUSINESS AND EMPLOYMENT
• Ch. 805: BUSINESS ORGANIZATIONS
• Act 805 ILCS 180/: Limited Liability Company Act.
• Art.: Article 1 - General Provisions

Text

(a) A limited liability company or a foreign limited liability company admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1-10 of this Act except (a)(1). (a-5) As used in this Act, "assumed name" means any name other than the true limited liability company name, except that the following do not constitute the use of an assumed name under this Act: (1) A limited liability company's identification of its business with a trademark or service mark of which the company is the owner or licensed user. (2) The use of a name of a division, not containing the word "limited", "liability", or "company" or an abbreviation of one of those words, provided that the limited liability company also clearly discloses its true name. (b) Before transacting any business in Illinois under an assumed limited liability company name or names, the limited liability company shall, for each assumed name, execute and file in duplicate an application setting forth all of the following: (1) The true limited liability company name. (2) The state or country under the laws of which it is organized. (3) That it intends to transact business under an assumed limited liability company name. (4) The assumed name that it proposes to use. (c) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited liability company 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 limited liability company that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited liability company that falls within the next succeeding calendar year evenly divisible by 5. (d) A limited liability company shall renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of the 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. (e) A limited liability company or foreign limited liability company may change or cancel any or all of its assumed names by executing and filing an application setting forth all of the following: (1) The true limited liability company 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 name by changing or cancelling it. (4) The assumed name to be changed or cancelled. (5) If the assumed name is to be changed, the assumed name that the limited liability company proposes to use. (f) Upon the filing of an application to change an assumed name, the limited liability company shall have the right to use the assumed name for the balance of the period authorized. (g) The right to use an assumed name shall be cancelled by the Secretary of State if any of the following occurs: (1) The limited liability company fails to renew an assumed name. (2) The limited liability company has filed an application to change or cancel the assumed name. (3) A limited liability company has been dissolved. (4) A foreign limited liability company has had its admission to do business in Illinois revoked. (h) Any limited liability company or foreign limited liability company failing to pay the prescribed fee for assumed name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail. If the fee, together with a late fee of $100, is not paid within 60 days after the notice is mailed, the right to use the assumed name shall cease. Any limited liability company or foreign limited liability company that (i) puts forth any sign or advertisement assuming any name other than that under which it is organized or otherwise authorized by law to act or (ii) violates Section 1-27 is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000. A limited liability company or foreign limited liability company shall be deemed guilty of an additional offense for each day it shall continue to so offend. Each limited liability company or foreign limited liability company that fails or refuses (1) to answer truthfully and fully within the time prescribed by this Act interrogatories propounded by the Secretary of State in accordance with this Act or (2) to perform any other act required by this Act to be performed by the limited liability company or foreign limited liability company is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000. (i) A foreign limited liability company may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the company.

Legislative History

(Source: P.A. 93-59, eff. 7-1-03.)