(805 ILCS 5/Art. 12 heading)
(805 ILCS 5/12.05) (from Ch. 32, par. 12.05)
Sec. 12.05. Voluntary dissolution by incorporators or by initial directors. Dissolution of a corporation may be authorized either by a majority of incorporators if initial directors were not named in the articles of incorporation or have not been elected, or by a majority of the directors if initial directors were named in the articles of incorporation or have been elected, provided that:
(a) None of the shares of the corporation have been issued.
(b) The amount, if any, actually paid in on the subscriptions to the shares of the corporation, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto.
(c) No debts of the corporation remain unpaid.
(d) Written notice of the election to dissolve the corporation has been given to all incorporators or all directors, as the case may be, not less than three days before the execution of articles of dissolution.
(Source: P.A. 83-1025.)
(805 ILCS 5/12.10) (from Ch. 32, par. 12.10)
Sec. 12.10. Voluntary dissolution by written consent of all shareholders. Dissolution of a corporation may be authorized by the unanimous consent in writing of the holders of all outstanding shares entitled to vote on dissolution.
Dissolution pursuant to this Section does not require any vote or action of the directors of the corporation.
(Source: P.A. 83-1025.)
(805 ILCS 5/12.15) (from Ch. 32, par. 12.15)
Sec. 12.15. Voluntary dissolution by vote of shareholders. Dissolution of a corporation may be authorized by a vote of shareholders, in the following manner:
(a) Either:
(b) Written notice stating that the purpose, or one of the purposes, of the shareholders' meeting is to consider the voluntary dissolution of the corporation, shall be given to each shareholder whether or not entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting.
(c) At such meeting a vote of the shareholders entitled to vote on dissolution shall be taken on the resolution to dissolve voluntarily the corporation, which shall require for its adoption the affirmative votes of at least two-thirds of the votes of the shares entitled to vote on dissolution, unless any class of shares is entitled to vote as a class in respect thereof, in which event the resolution shall require for its adoption the affirmative votes of at least two-thirds of the votes of the shares of each class of shares entitled to vote as a class in respect thereof and of the votes of the total shares entitled to vote on dissolution.
(d) The articles of incorporation of any corporation may supersede the two thirds vote requirement of subsection (c) as to that corporation by specifying any smaller or larger vote requirement not less than a majority of the votes of the shares entitled to vote on dissolution and not less than a majority of the votes of the shares of any class entitled to vote as a class on dissolution.
(Source: P.A. 89-48, eff. 6-23-95.)
(805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
Sec. 12.20. Articles of dissolution.
(a) When a voluntary dissolution has been authorized as provided by this Act, articles of dissolution shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:
(b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of dissolution.
(c) The dissolution is effective on the date of the filing of the articles thereof by the Secretary of State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/12.25) (from Ch. 32, par. 12.25)
Sec. 12.25. Revocation of Dissolution.
(a) A corporation may revoke its dissolution within 60 days of the effective date of dissolution if the corporation has not begun to distribute its assets or has not commenced a proceeding for court-supervision of its winding up under Section 12.50.
(b) The corporation's board of directors, or its incorporators if shares have not been issued and the initial directors have not been designated, may revoke the dissolution without shareholder action.
(c) Within 60 days after the dissolution has been revoked by the corporation, articles of revocation of dissolution shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:
(d) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of revocation of dissolution. Failure to file the revocation of dissolution as required in subsection (c) hereof shall not be grounds for the Secretary of State to reject the filing, but the corporation filing beyond the time period shall pay a penalty as prescribed by this Act.
(e) The revocation of dissolution is effective on the date of filing thereof by the Secretary of State and shall relate back and take effect as of the date of dissolution and the corporation may resume carrying on business as if dissolution had never occurred.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/12.30) (from Ch. 32, par. 12.30)
Sec. 12.30. Effect of dissolution. (a) Dissolution of a corporation terminates its corporate existence and a dissolved corporation shall not thereafter carry on any business except that necessary to wind up and liquidate its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its assets that will not be distributed in kind to its shareholders;
(3) Giving notice in accordance with Section 12.75 and discharging or making provision for discharging its liabilities;
(4) Distributing its remaining assets among its shareholders according to their interests; and
(5) Doing such other acts as are necessary to wind up and liquidate its business and affairs.
(b) After dissolution, a corporation may transfer good and merchantable title to its assets as authorized by its board of directors or in accordance with its by-laws.
(c) Dissolution of a corporation does not:
(1) Transfer title to the corporation's assets;
(2) Prevent transfer of its shares or securities, provided, however, the authorization to dissolve may provide for closing the corporation's share transfer books;
(3) Effect any change in the by-laws of the corporation or otherwise affect the regulation of the affairs of the corporation except that all action shall be directed to winding up the business and affairs of the corporation;
(4) Prevent suit by or against the corporation in its corporate name;
(5) Abate or suspend a criminal, civil or any other proceeding pending by or against the corporation on the effective date of dissolution.
(Source: P.A. 85-1344.)
(805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
Sec. 12.35. Grounds for administrative dissolution. The Secretary of State may dissolve any corporation administratively if:
(a) It has failed to file its annual report or final transition annual report and pay its franchise tax as required by this Act before the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of the corporation of the year in which such annual report becomes due and such franchise tax becomes payable;
(b) it has failed to file in the office of the Secretary of State any report after the expiration of the period prescribed in this Act for filing such report;
(c) it has failed to pay any fees, franchise taxes, or charges prescribed by this Act;
(d) it has misrepresented any material matter in any application, report, affidavit, or other document filed by the corporation pursuant to this Act;
(e) it has failed to appoint and maintain a registered agent in this State;
(f) it has tendered payment to the Secretary of State which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered;
(g) upon the failure of an officer or director to whom interrogatories have been propounded by the Secretary of State as provided in this Act, to answer the same fully and to file such answer in the office of the Secretary of State; or
(h) if the answer to such interrogatories discloses, or if the fact is otherwise ascertained, that the proportion of the sum of the paid-in capital of such corporation represented in this State is greater than the amount on which such corporation has theretofore paid fees and franchise taxes, and the deficiency therein is not paid.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
(805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
Sec. 12.40. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or more grounds exist under Section 12.35 for the administrative dissolution of a corporation, he or she shall send by regular mail to each delinquent corporation a Notice of Delinquency to its registered office, or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.
(b) If the corporation does not correct the default described in paragraphs (a) through (e) of Section 12.35 within 90 days following such notice, the Secretary of State shall thereupon dissolve the corporation by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. If the corporation does not correct the default described in paragraphs (f) through (h) of Section 12.35, within 30 days following such notice, the Secretary of State shall thereupon dissolve the corporation by issuing a certificate of dissolution as herein prescribed. The Secretary of State shall file the original of the certificate in his or her office and mail one copy to the corporation at its registered office or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.
(c) The administrative dissolution of a corporation terminates its corporate existence and such a dissolved corporation shall not thereafter carry on any business, provided however, that such a dissolved corporation may take all action authorized under Section 12.75 or as otherwise necessary or appropriate to wind up and liquidate its business and affairs under Section 12.30.
(Source: P.A. 98-776, eff. 1-1-15.)
(805 ILCS 5/12.43)
Sec. 12.43. Administrative dissolution; corporate name. The Secretary of State shall not allow another corporation or limited liability company to use the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed following the date of issuance of the certificate of dissolution. If the domestic corporation that has been administratively dissolved is reinstated within 3 years after the date of issuance of the certificate of dissolution, the domestic corporation shall continue under its previous name without impacting its continuous legal status, unless the corporation petitions to change its name upon reinstatement.
(Source: P.A. 100-486, eff. 1-1-18.)
(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
Sec. 12.45. Reinstatement following administrative dissolution.
(a) A domestic corporation administratively dissolved under Section 12.40 may be reinstated by the Secretary of State following the date of issuance of the certificate of dissolution upon:
(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:
(c) When a dissolved corporation has complied with the provisions of this Section the Secretary of State shall file the application for reinstatement.
(d) Upon the filing of the application for reinstatement, the corporate existence for all purposes shall be deemed to have continued without interruption from the date of the issuance of the certificate of dissolution, and the corporation shall stand revived with such powers, duties and obligations as if it had not been dissolved; and all acts and proceedings of its shareholders, directors, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for such dissolution, shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 8.65 of this Act or otherwise, for the debts and liabilities of the corporation incurred during the period of administrative dissolution by reason of the fact that the corporation was administratively dissolved at the time the debts or liabilities were incurred.
(Source: P.A. 98-776, eff. 1-1-15.)
(805 ILCS 5/12.50) (from Ch. 32, par. 12.50)
Sec. 12.50. Grounds for judicial dissolution in actions by nonshareholders.
(a) A Circuit Court may dissolve a corporation:
(b) As an alternative to dissolution, the court may order any of the other remedies contained in subsection (b) of Section 12.55.
(Source: P.A. 96-66, eff. 1-1-10.)
(805 ILCS 5/12.55) (from Ch. 32, par. 12.55)
Sec. 12.55. Shareholder remedies: public corporations.
(a) In an action by a shareholder of a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the Circuit Court may order one or more of the remedies listed in subsection (b) if it is established that:
(b) In an action under subsection (a), the court may order the following relief:
(c) The court, at any time during the pendency of the action and upon the motion of the complaining shareholder, may order the corporation to purchase the shares of the petitioning shareholder at a fair price determined by the court, with or without the assistance of appraisers, and payable in cash or in installments and with or without such security other than personal commitments of other shareholders as the court may direct.
(d) Either the corporation or any shareholder or group of shareholders may, any time after the filing of an action for dissolution pursuant to subdivision (b)(3), petition the court to purchase the shares of a complaining shareholder and, unless the court finds such procedure to be inequitable, the court shall determine the fair value of the shares as of such date as the court finds equitable. In so doing, the court shall follow the procedures set forth for appraisal of shares under Section 11.70 and shall thereafter dismiss the action.
(e) Nothing in this Section limits the equitable powers of the court to order other relief.
(Source: P.A. 89-169; eff. 7-19-95; 89-364, eff. 8-18-95; 89-626, eff. 8-9-96.)
(805 ILCS 5/12.56)
Sec. 12.56. Shareholder remedies: non-public corporations.
(a) In an action by a shareholder in a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the Circuit Court may order one or more of the remedies listed in subsection (b) if it is established that:
(b) The relief which the court may order in an action under subsection (a) includes but is not limited to the following:
(c) The remedies set forth in subsection (b) shall not be exclusive of other legal and equitable remedies which the court may impose.
(d) In determining the appropriate relief to order pursuant to this Section, the court may take into consideration the reasonable expectations of the corporation's shareholders as they existed at the time the corporation was formed and developed during the course of the shareholders' relationship with the corporation and with each other.
(e) If the court orders a share purchase, it shall:
For purposes of this subsection (e), "fair value", with respect to a petitioning shareholder's shares, means the proportionate interest of the shareholder in the corporation, without any discount for minority status or, absent extraordinary circumstances, lack of marketability.
The purchase ordered pursuant to this subsection (e) shall be consummated within 20 days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to dissolve and articles of dissolution are properly filed with the Secretary of State within 50 days after filing the notice with the court.
After the purchase order is entered and before the purchase price is fully paid, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that such changes are equitable.
Unless the purchase order is modified by the court, the selling shareholder shall have no further rights as a shareholder from the date the seller delivers all of his or her shares to the purchaser or such other date specified by the court.
If the court orders shares to be purchased by one or more other shareholders, in allocating the shares to be purchased by the other shareholders, unless equity requires otherwise, the court shall attempt to preserve the existing distribution of voting rights and other designations, preferences, qualifications, limitations, restrictions and special or relative rights among the holders of the class or classes and may direct that holders of a specific class or classes shall not participate in the purchase.
(f) When the relief requested by the petition includes the purchase of the petitioner's shares, then at any time within 90 days after the filing of the petition under this Section, or at such time determined by the court to be equitable, the corporation or one or more shareholders may elect to purchase all, but not less than all, of the shares owned by the petitioning shareholder for their fair value. An election pursuant to this Section shall state in writing the amount which the electing party will pay for the shares.
(g) In any proceeding under this Section, the court shall allow reasonable compensation to the custodian, provisional director, appraiser, or other such person appointed by the court for services rendered and reimbursement or direct payment of reasonable costs and expenses, which amounts shall be paid by the corporation.
(Source: P.A. 94-394, eff. 8-1-05; 94-889, eff. 1-1-07.)
(805 ILCS 5/12.60) (from Ch. 32, par. 12.60)
Sec. 12.60. Practice in actions under Section 12.50, 12.55, and 12.56.
(a) The practice in actions under Sections 12.50, 12.55, and 12.56 shall be the same as in other civil actions except as may be otherwise provided in this Act. Every action under Section 12.50, 12.55, or 12.56 shall be commenced in the circuit court of the county in which either the registered office or principal office of the corporation is located. Summons shall issue and be served as in other civil actions.
(b) In an action brought by the Attorney General under subsection (a) of Section 12.50, if process is returned not found, the Attorney General shall cause publication to be made as in other civil actions in a newspaper of general circulation published in the county in which the action is filed. The publication shall contain a notice of the pendency of such action, the title of the court, the title of the case, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of such notice to be mailed to the corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two consecutive weeks and the first publication thereof may begin at any time after summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the first publication of such notice.
(c) It is not necessary to make shareholders of the corporation named in an action under Section 12.50, 12.55, or 12.56 parties to any such action or proceeding unless relief is sought against them personally. The court, in its discretion, may order that the shareholders be made parties.
(d) The circuit court in an action under Section 12.50, 12.55, or 12.56 may issue injunctions, appoint an interim receiver with such powers and duties as the court, from time to time, may direct, and take such other action as is necessary or desirable to preserve the corporate assets and carry on the business of the corporation until a full hearing can be had. Sections 12.50, 12.55, and 12.56 shall not be construed as limiting the equitable powers of the court in ordering interim or permanent relief.
(e) Upon ordering dissolution under Section 12.50, 12.55, or 12.56, and after such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation, including all amounts owing to the corporation by shareholders on account of any unpaid portion of the consideration for the issuance of shares. Such liquidating receiver shall have authority, subject to order of court, to sell, convey, and dispose of all or any part of the assets of the corporation, either at public or private sale, and to make such other action as is necessary to wind up and liquidate the corporation's business and affairs under Section 12.30 and to notify known claimants under Section 12.75. The order appointing such liquidating receiver shall state his or her powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings by the court.
(f) A receiver of a corporation appointed under the provisions of this Section shall have authority to sue and defend in all courts in his or her own name as receiver of such corporation.
(g) A receiver shall in all cases be a resident of this State or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this State, and shall give such bond as the court may direct with such sureties as the court may require.
(h) During the pendency of the action, the court may redesignate a receiver as a custodian, or a custodian as a receiver, if such would be to the general advantage of the corporation, its shareholders and its creditors.
(i) The court shall allow reasonable compensation to the receiver or the custodian for services rendered and reimbursement or direct payment of reasonable expenses from the assets of the corporation or the proceeds of sale of the assets.
(j) If the court finds that a party to any proceeding under Section 12.50, 12.55, or 12.56 acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
(Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
(805 ILCS 5/12.65) (from Ch. 32, par. 12.65)
Sec. 12.65. Order of dissolution.
(a) If, after a hearing, the court orders dissolution pursuant to Section 12.50, 12.55, or 12.56, it shall enter an order dissolving the corporation and the clerk of the court shall deliver a certified copy of the order to the Secretary of State, who shall file the order.
(b) After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 12.30 and the notification of its known claimants in accordance with Section 12.75 and shall retain jurisdiction until the same is complete.
(Source: P.A. 96-1121, eff. 1-1-11.)
(805 ILCS 5/12.70) (from Ch. 32, par. 12.70)
Sec. 12.70. Deposit of amount due certain shareholders. Upon the distribution of the assets of a corporation among its shareholders, the distributive portion to which a shareholder would be entitled who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall be presumed abandoned and reported and delivered to the State Treasurer and become subject to the provision of the Revised Uniform Unclaimed Property Act. In the event such distribution is made other than in cash, such distributive portion of the assets shall be reduced to cash before being so reported and delivered.
(Source: P.A. 100-22, eff. 1-1-18.)
(805 ILCS 5/12.75) (from Ch. 32, par. 12.75)
Sec. 12.75. Known claims against dissolved corporation. (a) A dissolved corporation may bar any known claim against it, its directors, officers, employees or agents, or its shareholders or their transferees, by following the procedures set forth in subsections (b) and (c) of this Section.
A claimant that does not deliver its claim by the deadline established pursuant to subsection (b) or that does not file suit by the deadline established pursuant to subsection (c) shall have no further rights against the dissolved corporation, its directors, officers, employees or agents, or its shareholders or their transferees.
(b) Within 60 days from the effective date of dissolution, the dissolved corporation shall send a notification to the claimant setting forth the following information:
(1) The corporation has been dissolved and the effective date thereof.
(2) The mailing address to which the claimant must send its claim and the essential information to be submitted with the claim.
(3) The deadline, not less than 120 days from the effective date of dissolution, by which the dissolved corporation must receive the claim.
(4) A statement that the claim will be barred if not received by the deadline.
(c) If, after complying with the procedure in subsection (b), the dissolved corporation rejects the claim in whole or in part, the dissolved corporation shall notify the claimant of such rejection and shall also notify the claimant that the claim shall be barred unless the claimant files suit to enforce the claim within a deadline not less than 90 days from the date of the rejection notice.
(d) For purposes of this Section, "claim" does not include any contingent liability or a claim arising after the effective date of dissolution or a claim arising from the failure of the corporation to pay any tax, penalty, or interest related to any tax or penalty.
(e) This Section shall not apply to claims arising out of violations of the criminal law.
(Source: P.A. 85-1344.)
(805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
Sec. 12.80. Survival of remedy after dissolution. The dissolution of a corporation either (1) by filing articles of dissolution in accordance with Section 12.20 of this Act, (2) by the issuance of a certificate of dissolution in accordance with Section 12.40 of this Act, (3) by a judgment of dissolution by a circuit court of this State, or (4) by expiration of its period of duration, shall not take away nor impair any civil remedy available to or against such corporation, its directors, or shareholders, for any right or claim existing, or any liability accrued or incurred, either prior to, at the time of, or after such dissolution if action or other proceeding thereon is commenced within five years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. This provision does not extend any applicable statute of limitations.
(Source: P.A. 98-776, eff. 1-1-15.)
(805 ILCS 5/12.85) (from Ch. 32, par. 12.85)
Sec. 12.85. Criminal prosecution of dissolved corporation. The dissolution of a corporation either (1) by the issuance of a certificate of dissolution by the Secretary of State, or (2) by a judgment of dissolution by a circuit court of this State, or (3) by expiration of its period of duration, shall not: (a) Prohibit the State from prosecuting said corporation criminally by indictment, information or complaint filed subsequent to its dissolution for any offenses committed prior to dissolution; or (b) Abate or suspend a criminal proceeding which is pending against the corporation on the effective date of dissolution.
(Source: P.A. 85-1344.)