HB2015 97TH GENERAL ASSEMBLY

LRB097 06682 AEK 46768 b

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.

A BILL FOR

AN ACT concerning business.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. The Business Corporation Act of 1983 is amended by changing Section 12.40 as follows:

(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, stating that the corporation will be administratively dissolved if the grounds for administrative dissolution are not remedied within the time period prescribed in this Section, 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 necessary to wind up and liquidate its business and affairs under Section 12.30.

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