(805 ILCS 5/2A.50)
(from Ch. 32, par. 2A.50)
Shareholders' option to dissolve corporation.
(a) The articles of incorporation of any close corporation may include a
provision granting to any shareholder, or to the holders of any specified
number or percentage of shares of any class, an option to have the
corporation dissolved at will or upon the occurrence of any specified event
or contingency. Whenever any such option to dissolve is exercised, the
shareholders exercising such option shall give written notice thereof to
all other shareholders. After the expiration of 30 days following the
sending of such notice, the dissolution of the corporation shall proceed as
if the required number of shareholders having voting power had consented in
writing to dissolution of the corporation.
(b) If the articles of incorporation as originally filed do not contain
a provision authorized by subsection (a) of this Section, the articles of
incorporation may be amended to include such provision if adopted,
subsection (d) of Section 10.20 notwithstanding, by the affirmative vote of
the holders of record of all the outstanding shares of each class of the
(c) Every certificate representing shares issued by a close corporation
of which the articles of incorporation authorize dissolution as permitted
by this Section shall conspicuously note on the face or back thereof the
existence of the provision. Unless noted conspicuously on the face or back
of the share certificate, the provision shall be ineffective.
(Source: P.A. 86-1328.)