BCA 4.15 – Application to Adopt an Assumed Name
Assumed Names Corporation
Assumed names corporation is required if your company name is not available in Illinois. The State will force you to use an assumed name to attach to your corporate name so that it will be distinguished from the corporate name on file.
This topic will address the following questions:
- What if my desired company name is not available for use with the State of Illinois?
- Can I use a different name other than my legal corporate name?
- Is a D/B/A the same as an assumed name?
- Why do I have to use an assumed name when my company name is already established in another state?
Background:
In Illinois, the company name you choose for your entity must be unique and distinguishable from any other corporation (profit or not-for-profit) or any limited liability company already on record with the State of Illinois. This distinguishability 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 entity, or is formed under the provisions of any other Acts of this State, are all subject to this simple requirement. 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; and articles, conjunctions, contractions, abbreviations, different tenses, or a number of the same words.
If 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 Application 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 bounced for lack of name availability would be required to either (1) change their company name or (2) adopt an assumed names corporation before obtaining a presence in Illinois. Assumed name filings are typically submitted in tandem, and filed simultaneously with your initially intended filing. As you may have guessed, there is an additional filing fee for this additional piece of paper! Foreign entities whose name is not available in Illinois will be forced to file for an assumed name.
An assumed corporate name is described as 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 of one of those words, provided that the company also clearly discloses its legal name.
A foreign entity (organized in a state other than Illinois) 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.
Form BCA 4.15 Instructions:
Numbered items in the article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.