Illinois Compiled Statutes
805 ILCS 105/ - General Not For Profit Corporation Act of 1986.
Article 12 - Dissolution

(805 ILCS 105/Art. 12 heading)

(805 ILCS 105/112.05) (from Ch. 32, par. 112.05)
Sec. 112.05.
Voluntary dissolution by directors.
Where
a corporation has no members or no members entitled to vote
on dissolution, the dissolution of a corporation may be
authorized by a majority of the directors provided that:
(a) No debts of the corporation remain unpaid.
(b) Written notice of the election to dissolve the
corporation has been given to all directors, not less than
three days before the execution of articles of dissolution.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.10) (from Ch. 32, par. 112.10)
Sec. 112.10. Voluntary dissolution by written consent of
members entitled to vote. Except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, when a corporation has members
entitled to vote on dissolution, the dissolution of a
corporation may be authorized pursuant to Section 107.10 of
this Act. Dissolution pursuant to this Section does not
require any vote of the directors of the corporation.

(Source: P.A. 98-302, eff. 1-1-14; 99-78, eff. 7-20-15.)

(805 ILCS 105/112.12)
Sec. 112.12. Dissolution of residential cooperative housing corporations. When a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis has members entitled to vote on dissolution, there must be an open meeting and vote of those members before a dissolution may be authorized.

(Source: P.A. 98-302, eff. 1-1-14.)

(805 ILCS 105/112.15) (from Ch. 32, par. 112.15)
Sec. 112.15.

Voluntary dissolution by vote of members
entitled to vote. Where a corporation has members entitled
to vote on dissolution, the dissolution of a corporation may
be authorized by a vote of members entitled to vote in the
following manner:
(a) The board of directors shall adopt a resolution,
which may be with or without their recommendation, proposing
that the corporation be dissolved voluntarily, and directing
that the question of such dissolution be submitted to a vote
at a meeting of members entitled to vote on dissolution, if
any, which may be either an annual or special meeting.
(b) Written notice stating that the purpose, or one of the
purposes, of the meeting is to consider the voluntary
dissolution of the corporation, shall be given to each
member entitled to vote on dissolution within the time and
in the manner provided in this Act for the giving of notice
of meetings of members. 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 members entitled to vote
on dissolution shall be taken on the resolution to dissolve
voluntarily the corporation. The resolution shall be
adopted by receiving the affirmative vote of at least two-thirds
of the votes present and voted either in person or by
proxy, unless any class of members is entitled to vote as a
class in respect thereof, in which event the proposed action
shall be adopted by receiving the affirmative vote of at
least two-thirds of the votes of the class present and voted
either in person or by proxy.
(d) The articles of incorporation or the bylaws of any
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than majority of the votes which
members entitled to vote on dissolution shall vote, either
in person or by proxy, at a meeting at which there is a
quorum.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.16) (from Ch. 32, par. 112.16)
Sec. 112.16.
Distribution of assets.
The assets of a
corporation in the process of dissolution shall be applied
and distributed as follows:
(a) All liabilities and obligations of the corporation
shall be paid, satisfied and discharged, or adequate
provision shall be made therefor;
(b) Assets held by the corporation upon condition requiring
return, transfer or conveyance, which condition occurs by
reason of the dissolution, shall be returned, transferred or
conveyed in accordance with such requirements;
(c) Assets held for a charitable, religious, eleemosynary,
benevolent, educational or similar use, but not held upon a
condition requiring return, transfer or conveyance by reason
of the dissolution, shall be transferred or conveyed to one
or more domestic or foreign corporations, societies or
organizations engaged in activities substantially similar to
those of the dissolving corporation, pursuant to a plan of
distribution adopted as provided in this Act;
(d) To the extent that the articles of incorporation or bylaws
determine the distributive rights of members, or any
class or classes of members, or provide for distribution to
others, other assets, if any, shall be distributed in
accordance with such provisions;
(e) Any remaining assets may be distributed to such
societies, organizations or domestic or foreign
corporations, whether for profit or not for profit, as may
be specified in a plan of distribution adopted as provided
in Section 112.17 of this Act.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.17) (from Ch. 32, par. 112.17)
Sec. 112.17.
Plan of distribution.
A plan providing for
the distribution of assets, not inconsistent with the
provisions of this Act, may be adopted by a corporation in
the process of dissolution and shall be adopted by a
corporation for the purpose of authorizing any transfer or
conveyance of assets for which this Act requires a plan of
distribution, in the following manner:
(a) Where there are members having voting rights on
dissolution, the board of directors shall adopt a resolution
recommending a plan of distribution and directing the
submission thereof to a vote at a meeting of members having
voting rights, which may be either an annual or a special
meeting. Written or printed notice setting forth the
proposed plan of distribution or a summary thereof shall be
delivered to each member 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 members. Such plan of
distribution shall be adopted upon receiving the affirmative
vote of at least two-thirds of the votes present and voted
either in person or by proxy, unless any class of member is
entitled to vote as a class in respect thereof, in which
event the proposed plan of distribution shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes of the class present and voted either in person or by
proxy. The articles of incorporation or the bylaws may
supersede the two-thirds vote requirement of this subsection
by specifying any smaller or larger vote requirement not
less than a majority of the votes which members entitled to
vote on such matters shall vote, either in person or by
proxy at a meeting at which there is a quorum.
(b) Where there are no members having voting rights, a plan
of distribution shall be adopted at a meeting of the board
of directors upon receiving the vote of a majority of the
directors in office.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.20) (from Ch. 32, par. 112.20)
Sec. 112.20.
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 101.10 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 105/112.25) (from Ch. 32, par. 112.25)
Sec. 112.25.
Revocation of Dissolution.
(a) A
corporation may revoke its dissolution within 60 days of its
effective date 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 112.50 of
this Act.
(b) The corporation's board of directors may revoke the
dissolution without action by members entitled to vote on
dissolution.
(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 101.10 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 the filing of the articles thereof by
the Secretary
of State and shall relate back and take effect as of the
date of dissolution and the
corporation may resume conducting affairs as if dissolution
had never occurred.

(Source: P.A. 92-33, eff. 7-1-01.)

(805 ILCS 105/112.30) (from Ch. 32, par. 112.30)
Sec. 112.30.
Effect of dissolution.
(a) Dissolution of
a corporation terminates its corporate existence and a
dissolved corporation shall not thereafter conduct any
affairs except that necessary to wind up and liquidate its
affairs, including:
(1) Collecting its assets;
(2) Disposing of its assets that will not be
distributed in kind;
(3) Giving notice in accordance with Section 112.75 of
this Act and discharging or making provision for discharging
its liabilities;
(4) Distributing its remaining assets in accordance
with this Act; and
(5) Doing such other acts as are necessary to wind up
and liquidate its 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 bylaws.
(c) Dissolution of a corporation does not:
(1) Transfer title to the corporation's assets;
(2) Effect any change in the bylaws 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 affairs of the corporation;
(3) Prevent suit by or against the corporation in its
corporate name;
(4) Abate or suspend a proceeding pending by or
against the corporation on the effective date of
dissolution.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
Sec. 112.35. Grounds for administrative dissolution. The Secretary of State may dissolve any corporation
administratively if:

(805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
Sec. 112.40. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or
more grounds exist under Section 112.35 of this Act 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. Failure to receive such notice shall not relieve the corporation of its obligation to pay the filing fee and any penalties due or invalidate the validity thereof.
(b) If the corporation does not correct the default 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. 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 affairs,
provided however, that such a dissolved corporation may take
all action authorized under Section 112.75 of this Act or as otherwise
necessary or appropriate to wind up and liquidate its affairs under Section
112.30 of this Act.

(Source: P.A. 98-776, eff. 1-1-15; 99-608, eff. 7-22-16.)

(805 ILCS 105/112.43)
Sec. 112.43. Administrative dissolution; corporate name. The Secretary of State shall not allow another corporation 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. 95-507, eff. 8-28-07.)

(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
Sec. 112.45. Reinstatement following administrative
dissolution.
(a) A domestic corporation administratively
dissolved under Section 112.40 of this Act 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 101.10 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, members, 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 filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 108.65 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 105/112.50) (from Ch. 32, par. 112.50)
Sec. 112.50. Grounds for judicial dissolution. A
Circuit Court may dissolve a corporation:
(a) In an action by the Attorney General, if it is
established that:
(b) In an action by a member entitled to vote, or a
director, if it is established that:
(c) In an action by a creditor, if it is established that:
(d) In an action by the corporation to dissolve under court
supervision, if it is established that the corporation is
unable to carry out its purposes.

(Source: P.A. 96-66, eff. 1-1-10; 96-1000, eff. 7-2-10.)

(805 ILCS 105/112.55) (from Ch. 32, par. 112.55)
Sec. 112.55.

Alternative remedies to judicial
dissolution. (a) In either an action for dissolution
pursuant to Section 112.50 of this Act or in an action which
alleges the grounds for dissolution set forth in Section
112.50 of this Act but which does not seek dissolution, the
Circuit Court, in lieu of dismissing the action or ordering
dissolution, may retain jurisdiction and:
(1) Appoint a provisional director; or
(2) Appoint a custodian.
(b) A provisional director may be appointed in the
discretion of the court if it appears that such action by
the court will remedy the grounds alleged by the complaining
director or member entitled to vote to support the
jurisdiction of the court under Section 112.50 of this Act.
A provisional director may be appointed notwithstanding the
fact that there is no vacancy on the board of directors and
shall have all the rights and powers of a duly elected
director, including the right to notice of and to vote at
meetings of directors, until such time as the provisional
director is removed by order of court or, unless otherwise
ordered by court, removed by a vote of the members
sufficient either to elect a majority of the board of
directors or if greater than majority voting is required by
the articles of incorporation or the bylaws, to elect the
requisite number of directors needed to take action.
(c) A custodian may be appointed in the discretion of the
court if it appears that such action by the court will
remedy the grounds alleged by the complaining director or
member entitled to vote to support the jurisdiction of the
court under Section 112.50 of this Act. Subject to any
limitations which the court imposes, a custodian shall be
entitled to exercise all the powers of the corporation's
board of directors and officers to the extent necessary to
manage the affairs of the corporation to the general
advantage of its creditors and in furtherance of its
purposes, until such time as such custodian shall be removed
by order of court or, unless otherwise ordered by the court,
removed by a vote of the members sufficient either to elect
a majority of the board of directors or, if greater than
majority voting is required by the articles of incorporation
or the bylaws, to elect the requisite number of directors
needed to take action. Such powers may be exercised
directly, or through or in conjunction with the
corporation's board of directors or officers, in the
discretion of the custodian or as the court may order.
(d) Any custodian or provisional director shall report from
time to time to the court concerning the matter complained
of, or the status of the deadlock, if any, and of the status
of the corporation's affairs, as the court shall direct. No
custodian or provisional director shall be liable for any
action taken or decision made in good faith. In addition,
the custodian or provisional director shall submit to the
court, if so directed, recommendations as to the appropriate
disposition of the action. Whenever a custodian or
provisional director is appointed, any officer or director
of the corporation may, from time to time, petition the
court for instructions clarifying the duties and
responsibilities of such officer or director.
(e) In any proceeding under this Section, the court shall
allow reasonable compensation to the custodian or
provisional director for services rendered and reimbursement
or direct payment of reasonable costs and expenses, which
amounts shall be paid by the corporation.
(f) If the court determines that any party in an action
commenced under Section 112.50 of this Act has acted
arbitrarily, vexatiously, or not in good faith in such
action or in connection with any alternative relief provided
in this Section, the court may, in its discretion, award
attorneys' fees and other reasonable expenses to the other
parties to the action who have been affected adversely
thereby.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.60) (from Ch. 32, par. 112.60)
Sec. 112.60.

Practice in actions for judicial
dissolution or removal and for alternative remedies. (a) The practice
in actions for judicial dissolution or removal shall be the same as in
other civil actions except as may be otherwise provided in
this Act. Every action for judicial dissolution or removal 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 112.50 of
this Act, 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 members of the corporation
sought to be judicially dissolved parties to any such action
or proceeding unless relief is sought against them
personally. The court, in its discretion, may order that
the members be made parties.
(d) The circuit court in an action for judicial dissolution
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
affairs of the corporation until a full hearing can be had.
(e) Upon a hearing and after finding that grounds for
judicial dissolution exist, 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 members. 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 take such other action as is
necessary to wind up and liquidate the corporation's affairs
under Section 112.30 of this Act and to notify known
claimants under Section 112.75 of this Act. 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.
(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 conduct affairs 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 or its creditors.
(i) The court shall allow reasonable compensation to the
receiver 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) The assets of the corporation or the proceeds resulting
from a sale, conveyance, or other disposition thereof shall
be applied and distributed as follows:
(1) All costs and expenses of the court proceedings
and all liabilities and obligations of the corporation shall
be paid, satisfied and discharged, or adequate provision
shall be made therefor;
(2) Assets held by the corporation upon condition
requiring return, transfer or conveyance, which condition
occurs by reason of the dissolution or liquidation, shall be
returned, transferred or conveyed in accordance with such
requirements;
(3) Assets held for a charitable, religious,
eleemosynary, benevolent, educational or similar use, but
not held upon a condition requiring return, transfer or
conveyance by reason of the dissolution or liquidation,
shall be transferred or conveyed to one or more domestic or
foreign corporations, societies or organizations engaged in
activities substantially similar to those of the dissolving
or liquidating corporation as the court may direct;
(4) To the extent that the articles of incorporation
or the bylaws determine the distributive rights of members,
or any class or classes of members, or provide for
distribution to others, other assets, if any, shall be
distributed in accordance with such provisions;
(5) Any remaining assets may be distributed to such
persons, societies, organizations or domestic or foreign
corporations, whether for profit or not for profit,
specified in the plan of distribution adopted as provided in
this Act, or where no plan of distribution has been adopted,
as the court may direct.

(Source: P.A. 84-1423.)

(805 ILCS 105/112.65) (from Ch. 32, par. 112.65)
Sec. 112.65. Order of dissolution. (a) If, after a
hearing, the court determines that one or more grounds for
judicial dissolution described in Section 112.50 of this Act
exists, it may 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 affairs in accordance with Sections 112.16 and
112.30 of this Act and the notification of its known
claimants in accordance with Section 112.75 of this Act and
shall retain jurisdiction until the same is complete.

(Source: P.A. 96-1121, eff. 1-1-11.)

(805 ILCS 105/112.70) (from Ch. 32, par. 112.70)
Sec. 112.70. Deposit of amount due. Upon the
distribution of the assets of a corporation, the
distributive portion to which a person 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 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 105/112.75) (from Ch. 32, par. 112.75)
Sec. 112.75.
Known claims against dissolved corporation.
(a) A dissolved corporation may bar any known claim against
it, its directors, officers, employees or agents, or its
members, 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 members.
(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; and
(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.

(Source: P.A. 85-299.)

(805 ILCS 105/112.80) (from Ch. 32, par. 112.80)
Sec. 112.80.
Survival of remedy after dissolution.
The
dissolution of a corporation either (1) by filing articles of dissolution in
accordance with Section 112.20 of this Act, (2) by the issuance of
a
certificate of dissolution in accordance with Section 112.40 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 remedy available to or against
such corporation, its directors, members or persons
receiving distributions, for any right or claim existing, or
any liability incurred, prior to such dissolution if action
or other proceeding thereon is commenced within two 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.

(Source: P.A. 92-33, eff. 7-1-01.)