Sec. 4.05. Corporate name of domestic or foreign corporation.

854 words·~4 min read·/il/chapter-805/act-5/4-05

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(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.

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(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:

(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.