Chapter 805, BUSINESS ORGANIZATIONS

(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 th…

(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 dischar…

(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 corporati…

(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 …

(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 supervi…

(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…

(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 anniversa…

(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…

(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 o…

(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 t…

(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; …

(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…

(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 otherwi…

(805 ILCS 105/112.65) (from Ch. 32, par. 112.65) Sec. 112.65. Order of dissolution. (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in Section 112.50 of this Act exists, it may enter an order dissolving the corporation and…

(805 ILCS 105/112.70) (from Ch. 32, par. 112.70) Sec. 112.70. Deposit of amount due. Upon the distribution of the assets of a corporation, the distributive portion to which a person would be entitled who is unknown or cannot be found, or who is under disability and there is no pe…

(805 ILCS 105/112.75) (from Ch. 32, par. 112.75) Sec. 112.75. Known claims against dissolved corporation. (a) A dissolved corporation may bar any known claim against it, its directors, officers, employees or agents, or its members, by following the procedures set forth in subsect…

(805 ILCS 105/112.80) (from Ch. 32, par. 112.80) Sec. 112.80. Survival of remedy after dissolution. The dissolution of a corporation either (1) by filing articles of dissolution in accordance with Section 112.20 of this Act, (2) by the issuance of a certificate of dissolution in …

(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 ha…

(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. Diss…

(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, which may be…

(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 s…

(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 cou…

(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 a…

(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 req…

(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 m…

(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 followi…

(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 …

(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 established that: (i) The corporation filed its articles of …

(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 n…

(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 affiliat…

(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. Ever…

(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…

(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, o…

(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…

(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 accord…

(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…

(805 ILCS 215/1201) Sec. 1201. Uniformity of application and construction. In applying and construing this Uniform Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. (Source: P.A. 93-967, ef…

(805 ILCS 206/1201) Sec. 1201. Uniformity of application and construction. This Act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this Act among States enacting it. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1202) Sec. 1202. Short title. (See Section 100 for short title.) (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/1202) Sec. 1202. Severability clause. If any provision of this Act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Act which can be given effect without the invalid provision o…

(805 ILCS 215/1203) Sec. 1203. Relation to Electronic Signatures in Global and National Commerce Act. This Act modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this Act does not modify, limi…

(805 ILCS 206/1203) Sec. 1203. Severability clause. If any provision of this Act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Act which can be given effect without the invalid provision o…

(805 ILCS 215/1204) Sec. 1204. Effective date. (See Section 1402 for effective date.) (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 206/1204) Sec. 1204. Effective date. (See Section 1299 for effective date.) (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/1205) Sec. 1205. Repeals. (See Section 1401 for repeals.) (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 206/1205) Sec. 1205. Repealer. (See Section 1290 for repeals.) (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1206) Sec. 1206. Applicability. (a) Before January 1, 2008, this Act governs only a partnership formed: (1) on or after January 1, 2003, except a partnership that is continuing the business of a dissolved partnership under Section 33 of the superseded Uniform Partne…

(805 ILCS 215/1206) Sec. 1206. Application to existing relationships. (a) Before January 1, 2008, this Act governs only: (1) a limited partnership formed on or after January 1, 2005; and (2) except as otherwise provided in subsections (c) and (d), a limited partnership formed bef…

(805 ILCS 206/1207) Sec. 1207. Savings clause. This Act does not affect an action or proceeding commenced or right accrued before this Act takes effect. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/1207) Sec. 1207. Savings clause. This Act does not affect an action commenced, proceeding brought, or right accrued before this Act takes effect. (Source: P.A. 93-967, eff. 1-1-05.)