100TH GENERAL ASSEMBLY
State of Illinois
2017 and 2018
HB4740

 

Introduced , by Rep. Brad Halbrook

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/12.45  from Ch. 32, par. 12.45

    Amends the Business Corporation Act of 1983. Provides that the requirements for reinstatement of a domestic corporation after its administrative dissolution must be completed no later than 180 days after the administrative dissolution.


LRB100 16939 JLS 33794 b

 

 

A BILL FOR

 

HB4740LRB100 16939 JLS 33794 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Section 12.45 as follows:
 
6    (805 ILCS 5/12.45)  (from Ch. 32, par. 12.45)
7    Sec. 12.45. Reinstatement following administrative
8dissolution.
9    (a) A domestic corporation administratively dissolved
10under Section 12.40 may be reinstated by the Secretary of State
11following the date of issuance of the certificate of
12dissolution upon completing the following requirements no
13later than 180 days after the administrative dissolution:
14        (1) The filing of an application for reinstatement.
15        (2) The filing with the Secretary of State by the
16    corporation of all reports then due and theretofore
17    becoming due.
18        (3) The payment to the Secretary of State by the
19    corporation of all fees, franchise taxes, and penalties
20    then due and theretofore becoming due.
21    (b) The application for reinstatement shall be executed and
22filed in duplicate in accordance with Section 1.10 of this Act
23and shall set forth:

 

 

HB4740- 2 -LRB100 16939 JLS 33794 b

1        (1) The name of the corporation at the time of the
2    issuance of the certificate of dissolution.
3        (2) If such name is not available for use as determined
4    by the Secretary of State at the time of filing the
5    application for reinstatement, the name of the corporation
6    as changed, provided however, and any change of name is
7    properly effected pursuant to Section 10.05 and Section
8    10.30 of this Act.
9        (3) The date of the issuance of the certificate of
10    dissolution.
11        (4) The address, including street and number, or rural
12    route number of the registered office of the corporation
13    upon reinstatement thereof, and the name of its registered
14    agent at such address upon the reinstatement of the
15    corporation, provided however, that any change from either
16    the registered office or the registered agent at the time
17    of dissolution is properly reported pursuant to Section
18    5.10 of this Act.
19    (c) When a dissolved corporation has complied with the
20provisions of this Section the Secretary of State shall file
21the application for reinstatement.
22    (d) Upon the filing of the application for reinstatement,
23the corporate existence for all purposes shall be deemed to
24have continued without interruption from the date of the
25issuance of the certificate of dissolution, and the corporation
26shall stand revived with such powers, duties and obligations as

 

 

HB4740- 3 -LRB100 16939 JLS 33794 b

1if it had not been dissolved; and all acts and proceedings of
2its shareholders, directors, officers, employees, and agents,
3acting or purporting to act in that capacity, and which would
4have been legal and valid but for such dissolution, shall stand
5ratified and confirmed.
6    (e) Without limiting the generality of subsection (d), upon
7the filing of the application for reinstatement, no
8shareholder, director, or officer shall be personally liable,
9under Section 8.65 of this Act or otherwise, for the debts and
10liabilities of the corporation incurred during the period of
11administrative dissolution by reason of the fact that the
12corporation was administratively dissolved at the time the
13debts or liabilities were incurred.
14(Source: P.A. 98-776, eff. 1-1-15.)