Illinois § 108.5

§ 108.5.

Assumed name. (a) A limited partnership or a foreign limited partnership admitted to transact business in this State may elect to adopt an assumed name that complies with the requirements of Section 108 of this Act except the requirement that the name contain the words "limited partnership", "limited liability limited partnership", or the abbreviation "L.P.", "LP", "LLLP" or "L.L.L.P." (b) As used in this Act, "assumed name" means any name other than the true name of a limited partnership or the name under which a foreign limited partnership is admitted to transact business in this State, except that the following do not constitute the use of an assumed name under this Act: (1) The identification by a limited partnership or foreign limited partnership of its business with a trademark or service mark of which it is the owner or licensed user. (2) The use of a name of a division, not constituting a separate limited partnership and not containing the words "limited partnership" or an abbreviation of those words, provided that the limited partnership also clearly discloses its true name. (c) Before transacting any business in this State under an assumed name or names, the limited partnership or foreign limited partnership shall, for each assumed name, execute and file in accordance with Section 108 or 204 of this Act, as applicable, an application setting forth: (1) the true name of the limited partnership or the name under which the foreign limited partnership is admitted to transact business in this State; (2) the State or other jurisdiction under the laws of which it is formed; (3) that it intends to transact business under an assumed name; and (4) the assumed name which it proposes to use. (d) 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 partnership or foreign limited partnership that falls within the next calendar year evenly divisible by 5, however, if an application is filed within the 3 months immediately preceding the anniversary month of a limited partnership or foreign limited partnership that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next succeeding year evenly divisible by 5. (e) A limited partnership or foreign limited partnership may renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of such right, for a period of 5 years, by making an election to do so on a form prescribed by the Secretary of State and by paying the renewal fee as prescribed by this Act. (f) Any limited partnership or foreign limited partnership may change or cancel any or all of its assumed names by executing and filing, in duplicate, an application setting forth: (1) the true name of the limited partnership or the name under which the foreign limited partnership is admitted to transact business in this State; (2) the state or country under the laws of which it is organized; (3) a statement that it intends to cease transacting business under an assumed name by changing or cancelling it; (4) the assumed name to be changed or cancelled; (5) the assumed name which the limited partnership or foreign limited partnership proposes to use, if it is to be changed. (g) Upon the filing of an application to change an assumed name, the limited partnership or foreign limited partnership shall have the right to use such assumed name for the period authorized by subsection (d) of this Section. (h) The right to use an assumed name shall be cancelled by the Secretary of State: (1) if the limited partnership or foreign limited partnership fails to renew an assumed name; (2) if the limited partnership or foreign limited partnership has filed an application to change or cancel an assumed name; (3) if a limited partnership's certificate of limited partnership or certificate to be governed by this Act has been cancelled; (4) if a foreign limited partnership's application for admission to transact business has been cancelled. (i) Any limited partnership or foreign limited partnership carrying on, conducting or transacting business under an assumed name which shall fail to comply with the provisions of this Section shall be subject to the penalty provisions in Section 5 of "An Act in relation to the use of an assumed name in the conduct or transaction of business in this State", approved July 17, 1941, as amended. (j) A foreign limited partnership that applies for and receives a certificate of authority under Section 905, is deemed to have complied with this Section in full. (Source: P.A. 93-967, eff. 1-1-05.)