Registered Agent Specifically for the State of Illinois
NFP 104.15 – Application to Adopt Assumed Name
NFP 104.15 Assumed Name for Not for Profit Corporation
NFP 104.15 Assumed Name adoption for an Illinois NFP will be required if the company name is not available for use in Illinois. Whether it be a domestic or foreign NFP, you should always check the name availability with the Secretary of State of Illinois.
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?
NFP 104.15 Assumed Name 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 (NFP 104.15 assumed names) 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 NFP 104.15 assumed Name, 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 name before obtaining a presence in Illinois.
NFP 104.15 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 must 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.
NFP104.45 Assumed Name Instructions
The numbered items in the article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.
- Corporate Name: the legal name of the company as it will be established with the State or as listed on articles of incorporation from your domestic state.
- State or country of incorporation: If domestic insert Illinois, if foreign, insert the State of incorporation.
- Date Incorporated: The date the State accepted your articles of incorporation or the application for admission to transact business (the filing date). Include month, date, and year.
Complete 4 and 5 if adopting or changing an assumed name.
- The Corporation intends to adopt and transact business under the assumed name of: Enter the desired (and available for use in Illinois) name the company would be transacting business under.
- The right to use the assumed corporate name shall be effective from the date this application is filed with the Secretary of State Until ___________ (enter month, day, and year of the first day of the Corporation’s anniversary month in the next year evenly divisible by 5). Since the assumed name is renewable in years that are divisible by 5, the filing fees vary by the year that the assumed name goes into place. If you are filing for an assumed name on October 1, 2021, your renewal would be on October 1, 2025.
Complete 6 if canceling an assumed name.
- The Corporation intends to cease transacting business under the assumed corporate name of: Enter the assumed name previously issued that will no longer be used.
- Signature block must be executed, and include the printed name of the authorized person who signed and their corporate title and include the legal name of the corporation as it is stated on their articles of incorporation.