Client Alert - Illinois Business Update
Changes to the Illinois Administrative Code Affect Corporate Name Availability and Amending Annual Reports
The Illinois Secretary of State recently amended rules that govern the Illinois Business Corporations Act, relating to the availability of corporate names and amending previously filed annual reports, which become effective July 16, 2007.
Distinguishability of Corporate Names
A corporate name is only available if it is distinguishable from a name currently on record with the Secretary of State. Changes to the following sections of the Illinois Administrative Code will affect how the Secretary of State determines whether a name is "distinguishable," and in some cases, will make doing so more difficult.
Section 150.440 has been amended to make it easier for a corporate name to be considered distinguishable. Previously, a corporate name was distinguishable only when it was "not substantially the same as a name on record" and "when containing a significant difference from other names, which corporate name distinguishability is plainly recognizable by the Secretary of State or his/her designee by means of sight and sound." Under the new rules, the "difference" in a proposed corporate name need not be "significant," and the "name distinguishability" need only be "recognizable." In addition, under changes to Section 150.445, sound is expressly not considered in determining distinguishability.
However, changes to Section 150.450 have made it harder for a corporate name to be considered distinguishable because punctuation will no longer distinguish two corporate names. Further, under amendments to Section 150.435, the Secretary of State will now consider the similarity of a proposed corporate name to existing limited liability companies, rather than just corporations.
Making Amendments to Annual Reports
Section 150.631 has also been added to the Illinois Administrative Code, allowing companies to file an amended annual report if they need to make any changes to the names and addresses of their officers and/or directors, their principal place of business, or their status as a minority or female-owned business.
If you would like more information about these changes, or have questions about the legal aspects of forming various types of business entities, please contact Mr. Gonzalez at 312-558-9779 or at egonzalez@elvisgonzalezltd.com.
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