(805 ILCS 35/23) (from Ch. 32, par. 1023)
Sec. 23.
Any corporation organized under this Act, after the payment in
full and cancellation of all its bonds and other obligations issued under
the provisions of this Act, or after the deposit in trust with the
respective trustees designated in any deeds of trust given to secure the
payment of any such obligation of a sum of money sufficient for the
purpose, may dissolve by the vote of a majority of the stockholders at any
regular meeting or at a special meeting called for that purpose.
A certificate of dissolution shall be signed by the president or vice
president and attested by the secretary, certifying to the dissolution and
that they have been authorized by lawful action of the stockholders to
execute and file such certificate. The certificate of dissolution shall be
executed, acknowledged and filed with the Director and, when approved by
him, shall be recorded in the same manner as the original articles of
incorporation. When the Director has indorsed his approval on the
certificate of dissolution the corporation is deemed to be dissolved.
The corporation shall, however, continue for the purpose of paying,
satisfying and discharging any other existing liabilities or obligations
and for collecting or liquidating its assets, and doing all other acts
required to adjust and wind up its business and affairs, and may sue and be
sued in its corporate name.
Any assets remaining after all liabilities and obligations have been
satisfied shall be distributed pro rata among the stockholders of the
corporation.
(Source: Laws 1965, p. 577.)
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