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(805
ILCS 5/Art. 12 heading)
ARTICLE 12. DISSOLUTION AND REMEDIES
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(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.)
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(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.)
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(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:
(1)
The board of directors shall adopt a resolution,
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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 shareholders,
which may be either an annual or special meeting,
or
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(2)
Holders of not less than one- fifth of the votes
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of
the shares entitled to vote on dissolution may,
in writing, propose the dissolution of the corporation
to the board of directors; if the directors fail
or refuse to call a meeting of shareholders to
consider such proposal for more than one year after
delivery thereof, the shareholders proposing dissolution
may call a meeting of the shareholders to consider
such proposal.
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(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.)
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(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:
(1)
The name of the corporation.
(2)
The date dissolution was authorized.
(3)
A post- office address to which may be mailed a
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copy
of any process against the corporation that may
be served on the Secretary of State.
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(4)
A statement of the aggregate number of issued
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shares
of the corporation itemized by classes and series,
if any, within a class, as of the date of execution.
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(5)
A statement of the amount of paid- in capital of
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the
corporation as of the date of execution.
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(6)
Such additional information as may be necessary
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or
appropriate in order to determine any unpaid fees
or franchise taxes payable by such corporation
as in this Act prescribed.
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(7)
Where dissolution is authorized pursuant to
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Section
12.05, a statement that a majority of incorporators
or majority of directors, as the case may be, have
consented to the dissolution and that all provisions
of Section 12.05 have been complied with.
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(8)
Where dissolution is authorized pursuant to
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Section
12.10, a statement that the holders of all the
outstanding shares entitled to vote on dissolution
have consented thereto.
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(9)
Where dissolution is authorized pursuant to
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Section
12.15, a statement that a resolution proposing
dissolution has been adopted at a meeting of shareholders
by the affirmative vote of the holders of outstanding
shares having not less than the minimum number
of votes necessary to adopt such resolution as
provided by the articles of incorporation.
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(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.)
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(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:
(1)
The name of the corporation.
(2)
The effective date of the dissolution that was
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(3)
A statement that the corporation has not begun
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to
distribute its assets nor has it commenced a proceeding
for court- supervision of its winding up.
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(4)
The date the revocation of dissolution was
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(5)
A statement that the corporation's board of
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directors
(or incorporators) revoked the dissolution.
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(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.)
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(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.)
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(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.)
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(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, 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,
and file one copy for record in the office of the recorder of
the county in which the registered office of the corporation
in this State is situated, to be recorded by such recorder. The
recorder shall submit for payment to the Secretary of State,
on a quarterly basis, the amount of filing fees incurred.
(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 necessary to wind up and liquidate its business
and affairs under Section 12.30.
(Source: P.A.
93- 59, eff. 7- 1- 03.)
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(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:
(1)
The filing of an application for reinstatement.
(2)
The filing with the Secretary of State by the
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corporation
of all reports then due and theretofore becoming
due.
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(3)
The payment to the Secretary of State by the
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corporation
of all fees, franchise taxes, and penalties then
due and theretofore becoming due.
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(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:
(1)
The name of the corporation at the time of the
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issuance
of the certificate of dissolution.
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(2)
If such name is not available for use as
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determined
by the Secretary of State at the time of filing
the application for reinstatement, the name of
the corporation as changed, provided however, and
any change of name is properly effected pursuant
to Section 10.05 and Section 10.30 of this Act.
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(3)
The date of the issuance of the certificate of
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(4)
The address, including street and number, or
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rural
route number of the registered office of the corporation
upon reinstatement thereof, and the name of its
registered agent at such address upon the reinstatement
of the corporation, provided however, that any
change from either the registered office or the
registered agent at the time of dissolution is
properly reported pursuant to Section 5.10 of this
Act.
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(c)
When a dissolved corporation has complied with the provisions
of this Sec the Secretary of State shall file the application
for reinstatement.
(d)
Upon the filing of the application for reinstatement, the corporate
existence 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 officers, directors and shareholders, acting
or purporting to act as such, which would have been legal and valid
but for such dissolution, shall stand ratified and confirmed.
(Source: P.A.
94- 605, eff. 1- 1- 06.)
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(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:
(1)
In an action by the Attorney General, if it is
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(i)
The corporation obtained its certificate of
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incorporation
through fraud; or
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(ii)
The corporation has continued to exceed or
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abuse
the authority conferred upon it by law, or has
continued to violate the law, after notice of the
same has been given to such corporation, either
personally or by registered mail; or
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(iii)
Any interrogatory propounded by the
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Secretary
of State to the corporation, its officers or directors,
as provided in this Act, has been answered falsely
or has not been answered fully within 30 days after
the mailing of such interrogatories by the Secretary
of State or within such extension of time as shall
have been authorized by the Secretary of State.
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(2)
In an action by a creditor, if it is established
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