To change a corporation’s name in Illinois, you amend the articles of incorporation by filing Form BCA 10.30 with the Secretary of State and paying a $50 fee, after the board and shareholders approve the change. The state filing is the easy part. The follow-up work with the IRS, the Illinois Department of Revenue, licensing regulators, banks, and (if applicable) federal contracting offices is where most of the risk sits.
What the New Name Must Look Like
Section 4.05 of the Illinois Business Corporation Act sets three rules for the new name.
- It must include “corporation,” “company,” “incorporated,” or “limited,” or an abbreviation such as “Corp.” or “Inc.,” as a separate word. You can’t bury the designator inside another word.
- It cannot suggest the corporation is in the insurance, banking, or fiduciary business unless the corporation actually holds that authorization. Words like “bank,” “trust,” and “assurance” are off-limits for most corporations.
- It must be distinguishable on Secretary of State records from any existing domestic or foreign corporation, LLC, or reserved name already on file.
The Secretary of State decides whether the proposed name is distinguishable. Two names don’t have to be identical to fail. If they look or sound close enough to cause confusion, the filing will be rejected.
Check Availability First
Before drafting resolutions, run the proposed name through the Secretary of State’s free business entity search at apps.ilsos.gov/businessentitysearch. No results usually means the name is available.
If you’ve settled on a name but aren’t ready to file the amendment, you can hold it by submitting Form BCA-4.10. The reservation is good for 90 days.
Board and Shareholder Approval
Under Section 10.20 of the Act, the amendment goes through two steps.
The board of directors first adopts a resolution setting out the proposed amendment and directing it to a shareholder vote at an annual or special meeting. The resolution should state the current corporate name and the proposed new name.
The corporation then gives written notice of the proposed amendment to every shareholder entitled to vote, following the bylaws and the Act. At the meeting, the amendment needs the affirmative vote of at least two-thirds of the shares entitled to vote on it. If any class or series votes separately, you also need two-thirds from that class. The articles of incorporation can set a different threshold, but not below a simple majority.
File the Articles of Amendment
Once shareholders approve, file Form BCA 10.30 with the Illinois Secretary of State. The fee is $50. You can mail the form to the Department of Business Services in Springfield or file online through the Secretary of State’s business services portal.
The articles of amendment must show the corporation’s current name, the full text of the amendment (the new name), and a statement that the amendment received the required shareholder vote, along with the meeting date. If the board adopted the amendment without a shareholder vote because no shares are outstanding, the document should say so and give the date of the board action or written consent.
The Secretary of State reviews the filing against Section 4.05, including distinguishability. A conflict means rejection and a new name choice. Online filings tend to process faster than mailed forms, which can take several weeks. The change becomes effective when the Secretary of State files the amendment.
Update the IRS
After the state amendment is filed, notify the IRS by checking the “Name change” box on the corporation’s next Form 1120, at Item E on Page 1. The IRS instructions expect the state amendment to be in place before the return reports the change.
You keep your existing Employer Identification Number. A name change alone does not require a new EIN. New EINs come into play in different situations, such as receiving a new corporate charter from the state, converting from a corporation to a partnership or sole proprietorship, or creating a new corporation through a merger. A simple rebrand with the same legal structure and the same charter does not.
Update the IRS promptly. If the name on your tax filings, W-2s, or 1099s doesn’t match IRS records, the forms can be flagged as incorrect information returns. Under 26 U.S.C. § 6721, penalties start at $50 per return if corrected within 30 days of the filing deadline, rise to $100 per return if corrected by August 1, and reach $250 per return after that. The annual cap is $3 million for larger corporations and $1 million for businesses with gross receipts of $5 million or less. Intentional disregard of the filing requirements pushes the penalty to $500 per return with no cap.
Update Illinois Agencies
The Secretary of State filing does not push your new name out to other Illinois agencies. Update the Illinois Department of Revenue separately, most easily through MyTax Illinois at mytax.illinois.gov, or by calling 217-785-3707 or emailing REV.CRD@illinois.gov.
Regulated corporations have more to do. Entities licensed by the Illinois Department of Financial and Professional Regulation must notify the Department within 15 days of the name change, pay a $300 amended name change fee, and provide a copy of the amended articles. Healthcare organizations, insurance companies, and financial institutions may have their own timelines and fees through their regulators. Contact every agency that issued you a license or permit.
Federal Contracts and SAM.gov
If the corporation holds federal contracts, the name change runs through Subpart 42.12 of the Federal Acquisition Regulation. The contractor submits a written request for a change-of-name agreement to the responsible contracting officer. That officer notifies affected contracting offices and allows 30 days for comments or objections. Government counsel reviews the agreement for legal sufficiency, and the contracting officer issues a modification (Standard Form 30) for each affected contract.
Update your registration in SAM.gov (the System for Award Management) as well. Changes go through your Entity Workspace, and updated registrations can take up to 10 business days to become active. Until SAM reflects the new name, contract payments and new solicitations can stall.
Trademarks
Changing the corporate name at the state level does not create trademark rights. State entity registration and trademark protection are separate systems. Before committing to a new name, run a trademark search at both the state and federal levels. A name that clears the Secretary of State’s business database can still conflict with a federal trademark held by a company that isn’t registered as an Illinois entity.
To protect the new name as a trademark, you can file an application with the United States Patent and Trademark Office. Federal registration gives you nationwide protection against later users of confusingly similar marks in your industry.
If the corporation holds trademarks under the old name, record the name change with the USPTO. Registrations that don’t reflect the current owner name can complicate enforcement later.
What Happens If You Don’t Update Records
The Illinois Business Corporation Act does not impose a direct penalty for skipping the amendment after you start using a new name, but operating under an unregistered name creates a chain of problems. Annual reports can be rejected. Franchise tax notices can go undelivered. Both can push the corporation toward administrative dissolution under Section 12.40, which ends the corporation’s legal existence and limits it to winding up its affairs.
On the federal side, mismatched names on W-2s, 1099s, and other information returns expose the corporation to the § 6721 penalty tiers described above. Employees and contractors whose forms carry the wrong business name can also see delayed refunds and mismatched income notices from the IRS, which turns a paperwork oversight into a call from every payee.