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(805 ILCS 5/13.45)
(from Ch. 32, par. 13.45)
Withdrawal of foreign corporation.
A foreign corporation
authorized to transact business in this State may withdraw from this State
upon filing with the Secretary of State an application for withdrawal. In
order to procure such withdrawal, the foreign corporation shall:
(a) execute and file in duplicate, in accordance with
Section 1.10 of this Act, an application for withdrawal and a final report, which shall set forth:
(1) that no proportion of its issued shares is,
on the date of the application, represented by business transacted or property located in this State;
(2) that it surrenders its authority to transact
(3) that it revokes the authority of its
registered agent in this State to accept service of process and consents that service of process in any suit, action, or proceeding based upon any cause of action arising in this State during the time the corporation was licensed to transact business in this State may thereafter be made on the corporation by service on the Secretary of State;
(4) 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;
(5) the name of the corporation and the state or
country under the laws of which it is organized;
(6) a statement of the aggregate number of issued
shares of the corporation itemized by classes, and series, if any, within a class, as of the date of the final report;
(7) a statement of the amount of paid-in capital
of the corporation as of the date of the final report; and
(8) such additional information as may be
necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees or franchise taxes payable by the foreign corporation as prescribed in this Act; or
(b) if it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized; or
(c) if it has been the non-survivor of a statutory
merger and the surviving entity was a foreign corporation or limited liability company which had not obtained authority to transact business in this State, file a copy of the articles of merger duly authenticated by the proper officer of the state or country under the laws of which the corporation or limited liability company was organized; or
(d) if it has been converted into another entity,
file a copy of the statement of conversion duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized.
The application for withdrawal and the final report shall be made
on forms prescribed and furnished by the Secretary of State.
When the corporation has complied with
subsection (a) of this Section, the Secretary
of State shall file the application for
withdrawal and mail a copy of the application to the corporation or its
representative. If the provisions of
subsection (b) of this Section have been followed, the
Secretary of State shall file the copy of the articles of dissolution in his
or her office.
Upon the filing of the application for withdrawal or copy of the articles of
dissolution, the authority
of the corporation to transact business in this State shall cease.
(Source: P.A. 100-561, eff. 7-1-18