Statutes > Illinois Statutes > CHAPTER 805 BUSINESS ORGANIZATIONS > 805 ILCS 105/ General Not For Profit Corporation Act of 1986. > Article 12 - Dissolution

Article 12 - Dissolution


      (805 ILCS 105/Art. 12 heading)
ARTICLE 12. DISSOLUTION

    (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. Where 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 the Section does not require any vote of the directors of the corporation.
(Source: P.A. 84‑1423.)

    (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:
        (1) The name of the corporation.
        (2) The date dissolution was authorized.
        (3) A post‑office address to which may be mailed a
     copy of any process against the corporation that may be served on the Secretary of State.
        (4) Where dissolution is authorized pursuant to
     Section 112.05 of this Act:
            (i) A statement that the dissolution received
         the affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
            (ii) A statement that the dissolution was
         adopted by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act.
        (5) If the dissolution was adopted pursuant to
     Section 112.10 or 112.15 of this Act:
            (i) A statement that the dissolution was adopted
         at a meeting of members by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or
            (ii) A statement that the dissolution was
         adopted by written consent, signed by members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act.
    (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:
        (1) The name of the corporation;
        (2) The effective date of the dissolution that was
     revoked;
        (3) A statement that the corporation has not begun
     to distribute its assets nor has it commenced a proceeding for court supervision of its winding up;
        (4) The date the revocation of dissolution was
     authorized;
        (5) A statement that the corporation's board of
     directors revoked the dissolution.
    (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:
    (a) It has failed to file its annual report as required by this Act before the first day of the anniversary month of the corporation of the year in which such annual report becomes due;
    (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 or charges prescribed by this Act;
    (d) It has failed to appoint and maintain a registered agent in this State;
    (e) It has misrepresented any material matter in any application, report, affidavit, or other document filed by the corporation pursuant to this Act; or
    (f) The Secretary of State receives notification from a local liquor commissioner, pursuant to Section 4‑4(3) of "The Liquor Control Act of 1934," as now or hereafter amended, that an organization incorporated under this Act and functioning as a club has violated that Act by selling or offering for sale at retail alcoholic liquors without a retailer's license.
(Source: P.A. 92‑33, eff. 7‑1‑01.)

    (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.
    (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 necessary to wind up and liquidate its affairs under Section 112.30 of this Act.
(Source: P.A. 96‑1121, eff. 1‑1‑11.)

    (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:
        (1) The filing of an application for reinstatement;
        (2) The filing with the Secretary of State by the
     corporation of all reports then due and theretofore becoming due;
        (3) The payment to the Secretary of State by the
     corporation of all fees and penalties then due and theretofore becoming due.
    (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:
        (1) The name of the corporation at the time of the
     issuance of the certificate of dissolution;
        (2) If such name is not available for use as
     determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed; provided, however, that any change of name is properly effected pursuant to Section 110.05 and Section 110.30 of this Act;
        (3) The date of the issuance of the certificate of
     dissolution;
        (4) The address, including street and number, or
     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 105.10 of this Act.
    (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 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 members, 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.)

    (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:
        (1) the corporation filed its articles of
    incorporation through fraud;
        (2) the corporation has continued to exceed or 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;
        (3) any interrogatory propounded by the 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;
        (4) the corporation has solicited money and failed to
    use the money for the purpose which it was solicited, or has fraudulently solicited money or fraudulently used the money solicited; or
        (5) the corporation has substantially and willfully
    violated the provisions of the Consumer Fraud and Deceptive Business Practices Act.
    (b) In an action by a member entitled to vote, or a director, if it is established that:
        (1) the directors are deadlocked, whether because of
    even division in the number thereof or because of greater than majority voting requirements in the articles of incorporation or the bylaws, in the management of the corporate affairs; the members are unable to break the deadlock; and irreparable injury to the corporation is thereby caused or threatened;
        (2) the directors or those in control of the
    corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;
        (3) the corporate assets are being misapplied or
    wasted; or
        (4) the corporation is unable to carry out its
    purposes.
    (c) In an action by a creditor, if it is established that:
        (1) the creditor's claim has been reduced to
    judgment, the judgment has been returned unsatisfied, and the corporation is insolvent; or
        (2) the corporation has admitted in writing that the
    creditor's claim is due and owing, and the corporation is insolvent.
    (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.