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LLC 1.20 – Application to Adopt an Assumed Name

Instructions for Completing The LLC Application to Adopt an Assumed Name

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?
  • How long can I keep my assumed name?
LLC 1.20 Form

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 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 LLC or a domestic LLC, 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 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, Application for Admission 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 prior to 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 additional filing fee for this additional piece of paper!  Foreign entities where the name is not available in Illinois, must file for a forced assumed name.

An assumed LLC name is described as any LLC name used other than the true 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 limited liability company 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 formed and not containing the word Limited Liability Company, incorporated or limited or an abbreviation of one 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.

LLC 1.20 Instructions:

Numbered items in the article below correspond to the numbered questions on the form.  Unless indicated as optional, all questions must be completed.

  1. The Limited Liability Company name:  If you are qualifying to transact business in the State of Illinois, this would be the company name that you originally listed on your filed formation documents.  The company name must include the terms “limited liability company”, “L.L.C.”, or “LLC”, (805 ILCS 180/1-10)
  1. The State or country under the laws of which your company is organized (i.e. if you are a domestic LLC your state of organization would be Illinois, if you are a foreign LLC your state of organization would be the state in which your company initially filed its organizational documents).  Check whether Illinois domestic or Foreign and list the State of formation.
  1. If the LLC is a Series LLC, check the box.
  1. To Adopt an assumed name, indicate the assumed name you intend to use. 
  1. To Change an assumed name, (a) list the assumed name you are no longer going transact business with and (b) list the new assumed name.
  1. To cancel an assumed name, list the assumed name you are no longer going to  transact business under.
  1. To renew an assumed name, list the assumed name already in use and due to be renewed.

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 2023, your assumed name renewal year would be 2025 and your filing fee would follow the schedule listed on the Application to Adopt an Assumed Name.

Illinois will only accept renewals of an assumed name up to 60 days prior to the assumed name anniversary date and can be elected to be renewed on the company’s annual report form, by paying the renewal fees in tandem with the annual report fee and franchise taxes.

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

Filing fees for Assumed name adoption, change, cancellation or renewals vary, as outlined below:  

a.) An assumed name may be adopted in five-year increments. 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.

b.) The filing fee to adopt an assumed name is $150 for each year or part thereof ending in 0 or 5; $120 for each year or part thereof ending in 1 or 6; $90 for each year or part thereof ending in 2 or 7; $60 for each year or part thereof ending in 3 or 8; or $30 for each year or part thereof ending in 4 or 9.

c.) The fee to change an assumed name is $25.

d.) The fee for canceling an assumed name is $5.

The fee to renew an assumed name is $150. An assumed name may be renewed 60 days prior to the expiration of the right to use the assumed name, for a period of five years, by making an election to do so at the time of filing the Annual Report and by paying the renewal fees as prescribed by the LLC Act.

A penalty of $100 will apply to any assumed name renewed on or after the first day of the company’s anniversary month. If the assumed name is not renewed within the 60 days commencing with the first day of the company’s anniversary month, the right to use the assumed name shall cease.

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