Full Text of HB4740 100th General Assembly
HB4740 100TH GENERAL ASSEMBLY |
| | 100TH GENERAL ASSEMBLY
State of Illinois
2017 and 2018 HB4740 Introduced , by Rep. Brad Halbrook SYNOPSIS AS INTRODUCED: |
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805 ILCS 5/12.45 | from Ch. 32, par. 12.45 |
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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.
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| | A BILL FOR |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The Business Corporation Act of 1983 is amended | 5 | | by 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 | 8 | | dissolution.
| 9 | | (a) A domestic corporation administratively dissolved | 10 | | under Section 12.40
may
be reinstated by the Secretary of State | 11 | | following the
date of issuance of the certificate of | 12 | | dissolution upon completing the following requirements no | 13 | | later 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 | 22 | | filed in
duplicate in accordance with Section 1.10 of this Act | 23 | | and shall set forth:
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| 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 | 20 | | provisions of this Section
the Secretary of State shall file | 21 | | the application for reinstatement.
| 22 | | (d) Upon the filing of the application for reinstatement, | 23 | | the corporate
existence for all purposes shall be deemed to | 24 | | have continued without interruption from the
date of the | 25 | | issuance of the certificate of dissolution, and the corporation
| 26 | | shall stand revived with such powers, duties and obligations as |
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| 1 | | if it had
not been dissolved; and all acts and proceedings of | 2 | | its shareholders, directors, officers, employees, and agents, | 3 | | acting or purporting to act in that capacity, and which would | 4 | | have
been legal and valid but for such dissolution, shall stand | 5 | | ratified and
confirmed.
| 6 | | (e) Without limiting the generality of subsection (d), upon | 7 | | the filing of the application for reinstatement, no | 8 | | shareholder, director, or officer shall be personally liable, | 9 | | under Section 8.65 of this Act or otherwise, for the debts and | 10 | | liabilities of the corporation incurred during the period of | 11 | | administrative dissolution by reason of the fact that the | 12 | | corporation was administratively dissolved at the time the | 13 | | debts or liabilities were incurred. | 14 | | (Source: P.A. 98-776, eff. 1-1-15 .)
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