(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 otherwise provided in
this Act. Every action for judicial dissolution or removal shall be
commenced in the Circuit Court of the county in which either
the registered office or principal office of the corporation
is located. Summons shall issue and be served as in other
civil actions.
(b) In an action brought by the Attorney General under
subsection (a) of Section 112.50 of
this Act, if process is
returned not found, the Attorney General shall cause
publication to be made as in other civil actions in a
newspaper of general circulation published in the county in
which the action is filed. The publication shall contain a
notice of the pendency of such action, the title of the
court, the title of the case, and the date on or after which
default may be entered. The Attorney General may include in
one notice the names of any number of corporations against
which actions are then pending in the same court. The
Attorney General shall cause a copy of such notice to be
mailed to the corporation at its registered office within 10
days after the first publication thereof. The certificate
of the Attorney General of the mailing of such notice shall
be prima facie evidence thereof. Such notice shall be
published at least once each week for two consecutive weeks
and the first publication thereof may begin at any time
after summons has been returned. Unless a corporation shall
have been served with summons, no default shall be taken
against it earlier than 30 days after the first publication
of such notice.
(c) It is not necessary to make members of the corporation
sought to be judicially dissolved parties to any such action
or proceeding unless relief is sought against them
personally. The court, in its discretion, may order that
the members be made parties.
(d) The circuit court in an action for judicial dissolution
may issue injunctions, appoint an interim receiver with such
powers and duties as the court, from time to time, may
direct, and take such other action as is necessary or
desirable to preserve the corporate assets and carry on the
affairs of the corporation until a full hearing can be had.
(e) Upon a hearing and after finding that grounds for
judicial dissolution exist, and after such notice as the
court may direct to be given to all parties to the
proceeding and to any other parties in interest designated
by the court, the court may appoint a liquidating receiver
or receivers with authority to collect the assets of the
corporation, including all amounts owing to the corporation
by members. Such liquidating receiver shall have authority,
subject to order of court, to sell, convey, and dispose of
all or any part of the assets of the corporation, either at
public or private sale, and to take such other action as is
necessary to wind up and liquidate the corporation's affairs
under Section 112.30 of this Act and to notify known
claimants under Section 112.75 of this Act. The order
appointing such liquidating receiver shall state his or her
powers and duties. Such powers and duties may be increased
or diminished at any time during the proceedings.
(f) A receiver of a corporation appointed under the
provisions of this Section shall have authority to sue and
defend in all courts in his or her own name as receiver of
such corporation.
(g) A receiver shall in all cases be a resident of this
State or a corporation authorized to act as receiver, which
corporation may be a domestic corporation or a foreign
corporation authorized to conduct affairs in this State, and
shall give such bond as the court may direct with such
sureties as the court may require.
(h) During the pendency of the action, the court may
redesignate a receiver as a custodian, or a custodian as a
receiver, if such would be to the general advantage of the
corporation or its creditors.
(i) The court shall allow reasonable compensation to the
receiver for services rendered and reimbursement or direct
payment of reasonable expenses from the assets of the
corporation or the proceeds of sale of the assets.
(j) The assets of the corporation or the proceeds resulting
from a sale, conveyance, or other disposition thereof shall
be applied and distributed as follows:
(1) All costs and expenses of the court proceedings
and all liabilities and obligations of the corporation shall
be paid, satisfied and discharged, or adequate provision
shall be made therefor;
(2) Assets held by the corporation upon condition
requiring return, transfer or conveyance, which condition
occurs by reason of the dissolution or liquidation, shall be
returned, transferred or conveyed in accordance with such
requirements;
(3) Assets held for a charitable, religious,
eleemosynary, benevolent, educational or similar use, but
not held upon a condition requiring return, transfer or
conveyance by reason of the dissolution or liquidation,
shall be transferred or conveyed to one or more domestic or
foreign corporations, societies or organizations engaged in
activities substantially similar to those of the dissolving
or liquidating corporation as the court may direct;
(4) To the extent that the articles of incorporation
or the bylaws determine the distributive rights of members,
or any class or classes of members, or provide for
distribution to others, other assets, if any, shall be
distributed in accordance with such provisions;
(5) Any remaining assets may be distributed to such
persons, societies, organizations or domestic or foreign
corporations, whether for profit or not for profit,
specified in the plan of distribution adopted as provided in
this Act, or where no plan of distribution has been adopted,
as the court may direct.
(Source: P.A. 84-1423.)
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