Illinois Compiled Statutes
805 ILCS 5/ - Business Corporation Act of 1983.
Article 12 - Dissolution And Remedies

(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.)