97TH GENERAL ASSEMBLY
State of Illinois
2011 and 2012
HB2015

 

Introduced , by Rep. Dave Winters

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/12.40  from Ch. 32, par. 12.40

    Amends the Business Corporation Act of 1983. Provides that a Notice of Delinquency sent to a corporation when grounds exist for administrative dissolution, shall state that the corporation will be administratively dissolved if the grounds for administrative dissolution are not remedied within the time period prescribed by statute.


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A BILL FOR

 

HB2015LRB097 06682 AEK 46768 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Section 12.40 as follows:
 
6    (805 ILCS 5/12.40)  (from Ch. 32, par. 12.40)
7    Sec. 12.40. Procedure for administrative dissolution.
8    (a) After the Secretary of State determines that one or
9more grounds exist under Section 12.35 for the administrative
10dissolution of a corporation, he or she shall send by regular
11mail to each delinquent corporation a Notice of Delinquency,
12stating that the corporation will be administratively
13dissolved if the grounds for administrative dissolution are not
14remedied within the time period prescribed in this Section, to
15its registered office, or, if the corporation has failed to
16maintain a registered office, then to the president or other
17principal officer at the last known office of said officer.
18    (b) If the corporation does not correct the default
19described in paragraphs (a) through (e) of Section 12.35 within
2090 days following such notice, the Secretary of State shall
21thereupon dissolve the corporation by issuing a certificate of
22dissolution that recites the ground or grounds for dissolution
23and its effective date. If the corporation does not correct the

 

 

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1default described in paragraphs (f) through (h) of Section
212.35, within 30 days following such notice, the Secretary of
3State shall thereupon dissolve the corporation by issuing a
4certificate of dissolution as herein prescribed. The Secretary
5of State shall file the original of the certificate in his or
6her office and mail one copy to the corporation at its
7registered office or, if the corporation has failed to maintain
8a registered office, then to the president or other principal
9officer at the last known office of said officer.
10    (c) The administrative dissolution of a corporation
11terminates its corporate existence and such a dissolved
12corporation shall not thereafter carry on any business,
13provided however, that such a dissolved corporation may take
14all action authorized under Section 12.75 or necessary to wind
15up and liquidate its business and affairs under Section 12.30.
16(Source: P.A. 96-1121, eff. 1-1-11.)