Posts
In Illinois, the company name you choose for your entity must be unique and distinguishable from any other corporation (profit or not-for-profit), and any limited liability company already on record in the State of Illinois. This distinguish-ability also extends to assumed names and entities that have reserved a company name with the state. The company name, regardless of whether your company is a foreign or a domestic company, or is formed under other the provisions of any other Acts of this State, are all subject to this simple requirement. And, only the Secretary of State can determine if your company name is “distinguishable” from any other company name. That is why it is so important to check with the state before you file anything.
The items that the state does not consider as “distinguishable” are listed below:
· The words corporation, company, incorporated, limited, limited liability, or any and all abbreviations of those words;
· Articles, conjunctions, contractions, abbreviations, different tenses or number of the same words;
In the event that your entity name is not available for use in Illinois, and depending on what it is that you are trying to file with the Secretary of State (i.e. Articles of Incorporation/Organization, an Applications for Authority or a reinstatement for an administratively dissolved entity), a name availability check with the Secretary of State may save you weeks of delay in the processing of your filing.
Companies who have had their filings rejected for lack of name availability would be required to either (1) change their company name or (2) adopt an assumed name prior to obtaining a presence in Illinois or of the acceptance of your filing by the Secretary of State. Assumed name filings are typically submitted in tandem, and filed simultaneously with your initially intended filing, and as you may have guessed, there is additional filing fee for this additional piece of paper!
An assumed corporate name is any corporate name used other than the true corporate name that is on record with your organizational state. The following instances are the only exceptions to the requirement to, and shall not constitute the use of an assumed corporate name:
· The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and
· The use of a name of a division, not separately incorporated and not containing the word corporation, incorporated or limited or an abbreviation f one those words, provided that the company also clearly discloses its legal name.
Before a company transacts business in Illinois under an assumed name, a company must file in duplicate, for each assumed name chosen, an application to adopt an assumed name that contains the following information:
1. The true corporate name. If you are qualifying to transact business in the State of Illinois, this would be the company name that you originally filed your formation documents in your state of incorporation.
2. The state of country under the laws of which your company is organized (i.e. if you are a domestic entity your state of organization would be Illinois, if you are a foreign entity your state of organization would be the state in which your company initially filed its organizational documents.
3. A statement that this entity intends to transact business under an assumed name.
4. The assumed name that the entity is intending to use in Illinois.
Assumed names are effective upon the acceptance of the filing with the Secretary of State, and like all things Illinois, the filing fee will vary depending on what year you file your application to adopt an assumed name. Assumed names are renewable on years divisible by 5, and your filing fee follows that same rule. For Instance, if you file for an assumed name in 2017, your assumed name renewal year would be 2020 and your filing fee would follow the schedule listed on the Application to Adopt an Assumed Name.
Illinois only accepts renewals of an assumed name 60 days prior to the assumed name anniversary date and can be elected to be renewed on the company's annual report form, and by paying the renewal fees in tandem with the annual report fee and franchise taxes.
Additional stipulations:
An entity's name cannot contain any words or phrase that indicates or implies that the corporation is authorized to conduct business of the following professions:
- · Insurance, Assurance, Indemnity or the acceptance of savings deposits
- · Conducting the business of banking (unless otherwise permitted by the Commissioner of Banks and Real Estate ( pursuant to Section 46 of the Illinois Banking Act [205 ILCS 5/46])
- · 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 [205 ILCS 620/1-9]).
To check your company’s name availability, contact the Illinois Secretary of State Name Availability Section listed below for the appropriate entity type:
Corporations: 217-782-6961
Limited Liability Companies: 217-524-8008
For additional references for business entities in Illinois, additional filing tips and resources, visit our site: https://www.illinoisregisteredagent.com.
Illinois Registered Agent, Inc. provides a low cost and dependable approach to registered agent representation in Illinois.
JMYVB6R4J2E8
