Public Act 098-0776
 
SB1098 EnrolledLRB098 05367 WGH 35401 b



    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 Sections 8.65, 12.40, 12.45, and 12.80 as follows: 
 



    (805 ILCS 5/8.65)  (from Ch. 32, par. 8.65)



    Sec. 8.65. Liability of directors in certain cases. 
    (a) In addition
to any other liabilities imposed by law 
upon directors of a corporation,
they are liable as follows:

        (1) The directors of a corporation who vote for or 
    assent to any distribution
prohibited by Section 9.10 of 
    this Act shall be jointly and severally liable
to the 
    corporation for the amount of such distribution.

        (2) If a dissolved corporation shall proceed to bar any 
    known claims
against it under Section 12.75, the directors 
    of such corporation
who fail to take reasonable steps
to 
    cause the notice required by Section 12.75 of this Act to 
    be given to
any known creditor of such corporation shall be 
    jointly and severally liable
to such creditor for all loss 
    and damage occasioned thereby.

        (3) Unless dissolution is subsequently revoked 
    pursuant to Section 12.25 of this Act, the The directors of 
    a corporation that carries on its business after the
filing 
    by the Secretary of State of
articles of dissolution with 
    respect to a voluntary dissolution authorized as provided 
    by this Act, otherwise than so far as may be necessary or 
    appropriate to wind up and liquidate its business and 
    affairs for the
winding up thereof, shall be jointly and 
    severally liable to the creditors
of such corporation for 
    all debts and liabilities of the corporation
incurred in so 
    carrying on its business. Directors of a corporation that 
    carries on its business during a period of administrative 
    dissolution shall not be liable under this paragraph (a)(3) 
    if the Secretary of State subsequently files an application 
    for reinstatement under subsection (c) of  Section 12.45, 
    which reinstatement shall have the effect described in 
    subsection (d) of  Section 12.45. 

    (b) A director of a corporation who is present at a meeting 
of its board of
directors at which action on any corporate 
matter is taken is conclusively
presumed to have assented to 
the action taken unless his or her dissent
is entered in the 
minutes of the meeting or unless he or she files his or
her 
written dissent to such action with the person acting as the 
secretary
of the meeting before the adjournment thereof or 
forwards such dissent by
registered or certified mail to the

secretary of the corporation immediately after the adjournment 
of the
meeting. Such right to dissent does not apply to a 
director who voted in
favor of such action.

    (c) A director shall not be liable for a
distribution of 
assets to the shareholders of a corporation in excess of
the 
amount authorized by Section 9.10 of this Act if he or she 
relied and
acted in good faith
upon a balance sheet and profit 
and loss statement of the corporation
represented to him or her 
to be correct by the president or the officer of such

corporation having charge of its books of account, or certified 
by an
independent public or certified public accountant or firm 
of such
accountants to fairly reflect the financial condition 
of such corporation,
nor shall he or she be so liable if in 
good faith in determining the amount
available for any such 
dividend or distribution he or she considered the
assets to be 
of their book value.

    (d) Any director against whom a claim is asserted under 
this
Section and who is held liable thereon, is
entitled to 
contribution from the other directors who are likewise liable

thereon.

    Any director against whom a claim is asserted
for the 
improper
distribution of assets of a corporation and who is 
held
liable thereon, is entitled to contribution from the 
shareholders who
knowingly accepted or received any such 
distribution in proportion
to the amounts received by them 
respectively.

(Source: P.A. 84-924.)

 



    (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
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 as otherwise 
necessary or appropriate to wind up and liquidate
its business 
and affairs under Section 12.30.

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

 



    (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 
dissolution upon:


        (1) The filing of an application for reinstatement.


        (2) The filing with the Secretary of State by the 
    corporation of all
reports then due and theretofore 
    becoming due.


        (3) The payment to the Secretary of State by the 
    corporation of all fees,
franchise taxes, and penalties 
    then due and theretofore becoming due.

    (b) The application for reinstatement shall be executed and 
filed in
duplicate in accordance with Section 1.10 of this Act 
and shall set forth:


        (1) The name of the corporation at the time of the 
    issuance of the
certificate of dissolution.


        (2) If such name is not available for use as determined 
    by the Secretary
of State at the time of filing the 
    application for reinstatement, the name
of the corporation 
    as changed, provided however, and any change of name
is 
    properly effected pursuant to Section 10.05 and Section 
    10.30 of this Act.


        (3) The date of the issuance of the certificate of 
    dissolution.


        (4) The address, including street and number, or rural 
    route number
of the registered office of the corporation 
    upon reinstatement thereof, and
the name of its registered 
    agent at such address upon the reinstatement of
the 
    corporation, provided however, that any change from either 
    the
registered office or the registered agent at the time 
    of dissolution is
properly reported pursuant to Section 
    5.10 of this Act.

    (c) When a dissolved corporation has complied with the 
provisions of this Section
 the Secretary of State shall file 
the application for reinstatement.

    (d) Upon the filing of the application for reinstatement, 
the corporate
existence for all purposes shall be deemed to 
have continued without interruption from the
date of the 
issuance of the certificate of dissolution, and the corporation

shall stand revived with such powers, duties and obligations as 
if it had
not been dissolved; and all acts and proceedings of 
its officers, directors
and shareholders, directors, officers, 
employees, and agents, acting or purporting to act in that 
capacity as such, and which would have
been legal and valid but 
for such dissolution, shall stand ratified and
confirmed.

    (e) Without limiting the generality of subsection (d), upon 
the filing of the application for reinstatement, no 
shareholder, director, or officer shall be personally liable, 
under Section 8.65 of this Act or otherwise, for the debts and 
liabilities of the corporation incurred during the period of 
administrative dissolution by reason of the fact that the 
corporation was administratively dissolved at the time the 
debts or liabilities were incurred. 
(Source: P.A. 96-328, eff. 8-11-09.)

 



    (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 accordance 
with Section 12.40 of this Act, (3) by
a judgment
of 
dissolution by a circuit court of this State, or (4) by

expiration of
its period of duration, shall not take away nor 
impair any civil remedy
available to or against such 
corporation, its directors, or shareholders,
for any right or 
claim existing, or any liability accrued or incurred, either 
prior to, at the time of, or after such
dissolution if action 
or other proceeding thereon is commenced within five
years 
after the date of such dissolution.  Any such action or 
proceeding by
or against the corporation may be prosecuted or 
defended by the corporation
in its corporate name. This 
provision does not extend any applicable statute of 
limitations. 

(Source: P.A. 92-33, eff. 7-1-01.)


 
    Section 10. The General Not For Profit Corporation Act of 
1986 is amended  by changing Sections 108.65, 112.40, and 112.45 
as follows:
 



    (805 ILCS 105/108.65)  (from Ch. 32, par. 108.65)



    Sec. 108.65. Liability of directors in certain cases. 
    (a)  In addition to any other liabilities imposed by law

upon directors of a corporation, they are liable as follows:

        (1) The directors of a corporation who vote for or

    assent to any distribution not authorized by Section 109.10

    or Article 12 of this Act shall be jointly and severally

    liable to the corporation for the amount of such

    distribution.

        (2) If a dissolved corporation shall proceed to bar
any 
    known claims against it under Section 112.75 of this
Act, 
    the directors of such corporation who fail to take

    reasonable steps to cause the notice required by Section

    112.75 of this Act to be given to any known creditor of 
    such
corporation shall be jointly and severally liable to 
    such
creditor for all loss and damage occasioned thereby.

        (3) Unless dissolution is subsequently revoked 
    pursuant to Section 112.25 of this Act, the The directors 
    of a corporation that conducts its
affairs after the filing 
    by the Secretary of State of
articles of dissolution with 
    respect to a voluntary dissolution authorized as provided 
    by this Act, otherwise than so far as may be
necessary or 
    appropriate to wind up and liquidate its affairs for the 
    winding up thereof, shall be jointly and
severally liable 
    to the creditors of such corporation for
all debts and 
    liabilities of the corporation incurred in so
conducting 
    its affairs. Directors of a corporation that conducts its 
    affairs during a period of administrative dissolution 
    shall not be liable under this paragraph (a)(3) if the 
    Secretary of State subsequently files an application for 
    reinstatement under subsection (c) of  Section 112.45, 
    which reinstatement shall have the effect described in 
    subsection (d) of Section 112.45. 

    (b) A director of a corporation who is present at a meeting

of its board of directors at which action on any corporate

matter is taken is conclusively presumed to have assented to

the action taken unless his or her dissent or abstention is

entered in the minutes of the meeting or unless he or she
files 
his or her written dissent or abstention to such
action with 
the person acting as the secretary of the
meeting before the 
adjournment thereof or forwards such
dissent or abstention by 
registered or certified mail to the
secretary of the 
corporation immediately after the
adjournment of the meeting.  
Such right to dissent or
abstain does not apply to a director 
who voted in favor of
such action.

    (c) A director shall not be liable for a distribution of

assets to any person in excess of the amount authorized by

Section 109.10 or Article 12 of this Act if he or she relied

and acted in good faith upon a balance sheet and profit and

loss statement of the corporation represented to him or her
to 
be correct by the president or the officer of such
corporation 
having charge of its books of account, or
certified by an 
independent public or certified public
accountant or firm of 
such accountants to fairly reflect the
financial condition of 
such corporation, nor shall he or she
be so liable if in good 
faith in determining the amount
available for any such 
distribution he or she considered the
assets to be of their 
book value.

    (d) Any director against whom a claim is asserted under

this Section and who is held liable thereon, is entitled to

contribution from the other directors who are likewise
liable 
thereon.  Any director against whom a claim is
asserted for the 
improper distribution of assets of a
corporation, and who is 
held liable thereon, is entitled to
contribution from the 
persons who knowingly accepted or
received any such 
distribution in proportion to the amounts
received by them 
respectively.

(Source: P.A. 84-1423.)

 



    (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

send by regular mail to each delinquent corporation a Notice
of 
Delinquency 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 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.  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 affairs,
provided 
however, that such a dissolved corporation may take
all action 
authorized under Section 112.75 of this Act or as otherwise

necessary or appropriate to wind up and liquidate its affairs 
under Section
112.30 of this Act.

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

 



    (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 the 
certificate of dissolution upon:


        (1) The filing of an application for reinstatement;


        (2) The filing with the Secretary of State by the

    corporation of all reports then due and theretofore 
    becoming
due;


        (3) The payment to the Secretary of State by the

    corporation of all fees and penalties then due and

    theretofore becoming due.

    (b) The application for reinstatement shall be executed and

filed in duplicate in accordance with Section 101.10 of this

Act and shall set forth:


        (1) The name of the corporation at the time of the

    issuance of the certificate of dissolution;


        (2) If such name is not available for use as
determined 
    by the Secretary of State at the time of filing
the 
    application for reinstatement, the name of the
corporation 
    as changed; provided, however, that any change
of name is 
    properly effected pursuant to Section 110.05 and
Section 
    110.30 of this Act;


        (3) The date of the issuance of the certificate of

    dissolution;


        (4) The address, including street and number, or rural 
    route number, of
the registered office of the corporation 
    upon reinstatement thereof, and
the name of its registered 
    agent at such address upon the reinstatement of
the 
    corporation, provided however, that any change from either 
    the
registered office or the registered agent at the time 
    of dissolution is
properly reported pursuant to Section 
    105.10 of this Act.

    (c) When a dissolved corporation has complied with the

provisions of this Section, the Secretary of State shall
file 
the application for reinstatement.

    (d) Upon the filing of the application for reinstatement,

the corporate existence for all purposes shall be deemed to 
have continued
without interruption from the date of the 
issuance of the
certificate of dissolution, and the corporation 
shall stand
revived with such powers, duties and obligations as 
if it
had not been dissolved; and all acts and proceedings of 
its shareholders, members, officers, employees, and agents

officers, directors and members, acting or purporting to act in 
that capacity
as such, and which would have been legal and 
valid but for such
dissolution, shall stand ratified and 
confirmed.

    (e) Without limiting the generality of subsection (d), upon 
filing of the application for reinstatement, no shareholder, 
director, or officer shall be personally liable, under Section 
108.65 of this Act or otherwise, for the debts and liabilities 
of the corporation incurred during the period of administrative 
dissolution by reason of the fact that the corporation was 
administratively dissolved at the time the debts or liabilities 
were incurred. 
(Source: P.A. 94-605, eff. 1-1-06.)

 
    Section 15. The Limited Liability Company Act is amended  by 
changing Sections 35-30 and 35-40 as follows:
 



    (805 ILCS 180/35-30)



    Sec. 35-30. Procedure for administrative dissolution. 

    (a) After the Secretary of State determines that one or 
more grounds exist
under Section 35-25 for the administrative 
dissolution of a limited liability
company, the Secretary of 
State shall send a notice of delinquency by regular
mail to 
each delinquent limited liability company at its registered 
office or,
if the limited liability company has failed to 
maintain a registered office,
then to the last known address 
shown on the records of the Secretary of State
for the 
principal place of business of the limited liability company.

    (b) If the limited liability company does not correct
the 
default described in paragraphs (1) or (2) of Section 35-25 
within 120 days following the date of the notice
of 
delinquency, the Secretary of State shall thereupon
dissolve 
the limited liability company by issuing a certificate of 
dissolution that
recites the grounds for dissolution and its 
effective date.  If the limited liability company does not 
correct the default described in paragraphs (2.5), (3), (4), or 
(5) of Section 35-25 within 60 days following the notice, the 
Secretary of State shall dissolve the limited liability company 
by issuing a certificate of dissolution that recites the 
grounds for dissolution and its effective date. The Secretary 
of
State shall file the original of the certificate in his or 
her office and mail one
copy to the limited liability company 
at its registered office or, if the
limited liability company 
has failed to maintain a registered office, then to
the last 
known address shown on the records of the Secretary of State 
for the
principal place of business of the limited liability 
company.

    (c) Upon the administrative dissolution of a limited 
liability company, a
dissolved limited liability company shall 
continue for only the purpose of
winding up its business.  A 
dissolved
limited liability company may take all action 
authorized
under Section 1-30 or otherwise necessary or 
appropriate to wind up its
business and affairs and terminate.

(Source: P.A. 98-171, eff. 8-5-13.)

 



    (805 ILCS 180/35-40)



    Sec. 35-40. Reinstatement following administrative

dissolution.
    (a) A limited liability company administratively
dissolved 
under Section 35-25 may be reinstated by the
Secretary of State 
following the date of
issuance of the notice of dissolution 
upon:


        (1) The filing of an application for
reinstatement.


        (2) The filing with the Secretary of State by the

    limited liability company of all reports then due and

    theretofore becoming due.


        (3) The payment to the Secretary of State by the

    limited liability company of all fees and penalties then

    due and theretofore becoming due.

    (b) The application for reinstatement shall be executed
and 
filed in duplicate in accordance with Section 5-45 of
this Act 
and shall set forth all of the following:


        (1) The name of the limited liability company at
the 
    time of the issuance of the notice of dissolution.


        (2) If the name is not available for use as
determined 
    by the Secretary of State at the time of
filing the 
    application for reinstatement, the name of
the limited 
    liability company as changed, provided
that any change of 
    name is properly effected under
Section 1-10 and Section 
    5.25 of this Act.


        (3) The date of issuance of the notice of
dissolution.


        (4) The address, including street and number
or
rural 
    route number of the registered office of the
limited 
    liability company upon reinstatement thereof
and the name 
    of its registered agent at that address
upon the 
    reinstatement of the limited liability
company,
provided 
    that any change from either the
registered office or the 
    registered agent at the
time of
dissolution is properly 
    reported under Section
1-35 of this Act.

    (c) When a dissolved limited liability company has
complied 
with the provisions of the Section, the Secretary of
State 
shall file the application for
reinstatement.

    (d) Upon the filing of the application for
reinstatement, 
the limited liability company existence shall
be deemed to have 
continued without interruption from the
date of the issuance of 
the notice of dissolution, and the
limited liability company 
shall stand revived with the
powers, duties, and obligations as 
if it had not been
dissolved; and all acts and proceedings of 
its members, or
managers, officers, employees, and agents, 
acting or purporting to act in that capacity, and which that

would have been legal and valid but for the dissolution,
shall 
stand ratified and confirmed.

    (e) Without limiting the generality of subsection (d), upon 
the filing of the application for reinstatement, no member, 
manager, or officer shall be personally liable for the debts 
and liabilities of the limited liability company incurred 
during the period of administrative dissolution by reason of 
the fact that the limited liability company was 
administratively dissolved at the time the debts or liabilities 
were incurred. 
(Source: P.A. 94-605, eff. 1-1-06.)

 
    Section 20. The
Uniform Limited Partnership Act (2001) is 
amended  by changing Sections 809 and 810 as follows:
 
    (805 ILCS 215/809)

    Sec. 809. Administrative dissolution. 
    (a) The Secretary of State may dissolve a limited 
partnership administratively if the limited partnership does 
not, within 60 days after the due date:
        (1) pay any fee, tax, or penalty due to the Secretary 
    of State under this Act or other law;
        (2) file its annual report with the Secretary of State; 
    or
        (3)  appoint and maintain an agent for service of 
    process in Illinois after a registered agent's notice of 
    resignation under Section 116. 
    (b) If the Secretary of State determines that a ground 
exists for administratively dissolving a limited partnership, 
the Secretary of State shall file a record of the determination 
and send a copy of the filed record to the limited 
partnership's agent for service of process in this State, or if 
the limited partnership does not appoint and maintain a proper 
agent, to the limited partnership's designated office.
    (c) If within 60 days after service of the copy of the 
record of determination the limited partnership does not 
correct each ground for dissolution or demonstrate to the 
reasonable satisfaction of the Secretary of State that each 
ground determined by the Secretary of State does not exist, the 
Secretary of State shall administratively dissolve the limited 
partnership by preparing, signing, and filing a declaration of 
dissolution that states the grounds for dissolution. The 
Secretary of State shall send a copy to the limited 
partnership's agent for service of process in this State, or if 
the limited partnership does not appoint and maintain a proper 
agent, to the limited partnership's designated office.
    (d) A limited partnership administratively dissolved 
continues its existence but may carry on only activities 
necessary or appropriate to wind up its activities and 
liquidate its assets under Sections 803 and 812 and to notify 
claimants under Sections 806 and 807.
    (e) The administrative dissolution of a limited 
partnership does not terminate the authority of its agent for 
service of process.







(Source: P.A. 97-839, eff. 7-20-12.)
 
    (805 ILCS 215/810)

    Sec. 810. Reinstatement following administrative 
dissolution. 
    (a)  A limited partnership that has been administratively 
dissolved under Section 809 may be reinstated by the Secretary 
of State following the date of dissolution upon:
        (1)  the filing of an application for reinstatement;
        (2)  the filing with the Secretary of State of all 
    reports then due and becoming due; and
        (3) the payment to the Secretary of State of all fees 
    and penalties then due and becoming due. 
    (b) The application for reinstatement shall be executed and 
filed in duplicate in accordance with Section 204 and shall set 
forth all of the following:
        (1)  the name of the limited partnership at the time of 
    dissolution;
        (2)  the date of dissolution;
        (3)  the agent for service of process and the address of 
    the agent for service of process; provided that any change 
    to either the agent for service of process or the address 
    of the agent for service of process is properly reported 
    under Section 115. 
    (c)  When a limited partnership that has been 
administratively dissolved has complied with the provisions of 
this Section, the Secretary of State shall file the application 
for reinstatement.
    (d)  Upon filing of the application for reinstatement, :  (i) 
the limited partnership existence shall be deemed to have 
continued without interruption from the date of dissolution and 
shall stand revived with such the powers, duties, and 
obligations, as if it had not been dissolved. , and (ii) All 
all acts and proceedings of its partners, officers, employees, 
and agents, acting or purporting to act in that capacity, and 
which that would have been legal and valid but for the 
dissolution shall stand ratified and confirmed. 

    (e) Without limiting the generality of subsection (d), upon 
the filing of the application for reinstatement, no limited 
partner or officer of the partnership shall be personally 
liable for the debts and liabilities of the limited partnership 
incurred during the period of administrative dissolution by 
reason of the fact that the limited partnership was 
administratively dissolved at the time the debts or liabilities 
were incurred. 
(Source: P.A. 97-839, eff. 7-20-12.)