Fill and Sign the Il Corporation 497306342 Form

VOLUNTARY CORPORATE DISSOLUTION PACKET: STATE OF ILLINOIS Electronic Version STATUTORY REFERENCE 805 ILLINOIS COMPILED STATUTES, §§ 5/12.05-5/12.85. INTRODUCTORY NOTES AND LAW SUMMARY In Illinois, a corporation can be voluntarily dissolved by 1) a majority of the initial directors or a majority of the incorporators if there are no directors or 2) by the shareholders either by majority vote or by unanimous written consent. A corporation may also be involuntarily dissolved either administratively or judicially, however these methods are beyond the scope of this package. THIS FORM PACKAGE DEALS ONLY WITH VOLUNTARY DISSOLUTION OF AN ILLINOIS CORPORATION. In order for a corporation to be dissolved by a majority of the initial directors or a majority of the incorporators: 1. Shares of the corporation must not be issued. 2. Any funds which have been paid for shares must be refunded (less any expenses) 3. All debts of the corporation must be paid. 4. Written notice of the election to dissolve the corporation must be given to all incorporators and/or all directors not less than three days before the execution of articles of dissolution. For the shareholders to dissolve a corporation, they may do so with their unanimous written consent. In the alternative, the Board may, by resolution, propose or recommend dissolution to the shareholders. The resolution must be voted on by the shareholders at a special or annual meeting and ALL shareholders MUST be given actual notice of the meeting. The resolution must be approved by at least 2/3 of those shareholders entitled to vote - unless the Articles of Incorporation provide that a lesser or greater percentage of the shareholders is required for approval of the resolution. Once the dissolution is approved by the shareholders, the corporation ceases to exist EXCEPT that it continues its corporate existence for the limited purpose of "winding up" its affairs. Included in the winding up process are: 1. Collecting corporate assets; 2. Disposing of corporate assets that will not be distributed in kind to its shareholders; 3. Giving statutory notice to the corporation's know creditors and discharging or making provision for discharging the corporation's liabilities; 4. Distributing the corporation's remaining assets among the shareholders according to their interests; and 5. Doing any other acts that are necessary to wind up and liquidate the corporation's business and affairs. Dissolution of a corporation DOES NOT: 1. Transfer title to the corporation's assets; 2. Prevent transfer of its shares or securities; 3. Effect any change in the by-laws of the corporation or otherwise affect the regulation of the affairs of the corporation except that all action shall be directed to winding up the business and affairs of the corporation; 4. Prevent suit by or against the corporation in its corporate name; 5. Abate or suspend a criminal, civil or any other proceeding pending by or against the corporation on the effective date of dissolution. When the corporation is dissolved, and there are funds or other assets which are due to a shareholder who cannot be found or who is under a legal disability, then those funds or assets (which must be reduced to cash) are reported and delivered to the Illinois State Treasurer. A dissolved corporation can bar any known claims against it, its directors and its officers, agents, employees, and its shareholders by following these statutory procedures: Within 60 days from the effective date of dissolution, the dissolved corporation must send a written notification to each claimant setting forth the following information: 1. That the corporation has been dissolved and the effective date of the dissolution. 2. The mailing address to which the claimant must send its claim and the essential information to be submitted with the claim. 3. The deadline, which must be not less than 120 days from the effective date of dissolution, by which the dissolved corporation must receive the claim. 4. A statement that the claim will be barred if not received by the deadline. If, after providing the above notice, the dissolved corporation rejects the claim in whole or in part, the dissolved corporation must notify the claimant of the rejection and must also notify the claimant that the claim will be barred unless the claimant files suit to enforce the claim within a deadline not less than 90 days from the date of the rejection notice. A claimant that does not deliver its claim by the deadline established pursuant to the written notice or that does not file suit by the deadline established pursuant to the rejection of a claim, shall have no further rights against the dissolved corporation, its directors, officers, employees or agents, or its shareholders or their transferees. "Claim" does not include any contingent liability or a claim arising after the effective date of dissolution or a claim arising from the failure of the corporation to pay any tax, penalty, or interest related to any tax or penalty. The statutory procedure for barring claims DOES NOT APPLY to claims arising out of violations of the criminal law. 805 ILLINOIS COMPILED STATUTES 5/12.85 : "The dissolution of a corporation either (1) by the issuance of a certificate of dissolution by the Secretary of State, or (2) by a judgment of dissolution by a circuit court of this State, or (3) by expiration of its period of duration, shall not: (a) Prohibit the State from prosecuting said corporation criminally by indictment, information or complaint filed subsequent to its dissolution for any offenses committed prior to dissolution; or (b) Abate or suspend a criminal proceeding which is pending against the corporation on the effective date of dissolution." STEPS AND GUIDELINES TO DISSOLVE AN ILLINOIS CORPORATION Step 1: If the corporation has not issued any shares and does not have any unpaid liabilities, or has refunded any money it has been paid for shares and has no liabilities, then it may be dissolved by a majority of the directors or, if there are no directors, by a majority of the incorporators. IF THESE REQUIREMENTS ARE NOT MET, GO TO STEP 3. SEE FORM 1 - NOTICE TO INCORPORATORS/DIRECTORS This form MUST be provided to all incorporators and Directors THREE days prior to execution of the Certificate of Dissolution. Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION To dissolve the corporation by the directors or incorporators, the Certificate of Dissolution should be completed as follows: This form should be typed or printed legibly in black ink. 1. Provide the name of the corporation EXACTLY as it appears on the records of the Illinois Secretary of State. 2. Provide a post office address where any process which may be served on the Secretary of State may be mailed. 3. Indicate the date on which the dissolution was approved and check the first box. 4. Under (a) and (b), type "Not Applicable." 5. Type "Not Applicable" in this section. 6. Type "Not Applicable" in this section. 7. Provide the date and the signatures and printed names and titles of a majority of the incorporators or directors. File the original and one copy of the Articles of Dissolution. The filing fee is $5.00. Mail the original and one copy of the Articles of Dissolution and the $5.00 filing fee (Make check payable to Secretary of State) to: Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-2353 A sample cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 3 – SAMPLE TRANSMITTAL LETTER Step 3: If the dissolution of the corporation is to be authorized by the shareholders, either by approving the resolution of the Board or by unanimous written consent, the following steps should be followed: 1. The Board of Directors should adopt a resolution recommending dissolution to the shareholders. SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders may elect to sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 4: After the shareholders have approved or consented to the dissolution, you are ready to complete the Articles of Dissolution. SEE FORM 2 - ARTICLES OF DISSOLUTION This form should be typed or printed legibly in black ink. 1. Provide the name of the corporation EXACTLY as it appears on the records of the Illinois Secretary of State. 2. Provide a post office address where any process which may be served on the Secretary of State may be mailed. 3. Indicate the date on which the dissolution was approved and check the appropriate box. 4. Under (a), provide the information requested concerning the shares of the corporation. Under (b), provide the requested information concerning the cancellation of any of the corporation's shares. 5. Provide the requested information concerning the issued share at the time of execution of the Certificate of Dissolution. 6. Provide the "paid in capital" as of the time of execution of the Certificate of Dissolution. 7. Provide the date, the exact name of the corporation, and signatures and printed names of the Secretary /Assistant Secretary and the President/Vice President. File the original and one copy of the Articles of Dissolution. The filing fee is $5.00. Mail the original and one copy of the Articles of Dissolution and the $5.00 filing fee (Make check payable to Secretary of State) to: Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-2353 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 3 - TRANSMITTAL LETTER Step 5: You should now proceed with "winding up" the affairs of the corporation. SEE INTRODUCTORY NOTES FOR DETAILS. Step 6: SEE FORM 4 - NOTICE TO CLAIMANTS This notice should be mailed to all known creditors of the corporation. Step 7: SEE FORM 5 - NOTICE TO REJECTION OR ACCEPTANCE OF CLAIM This Notice should be sent to creditors when you determine if all or part of their claim is rejected or accepted. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _______________________________________________________________, an Illinois corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of _______________________________________________________________, an Illinois corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, an Illinois corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 NOTICE TO INCORPORATORS/DIRECTORS NOTICE Notice is hereby given on this the _________ day of ___________, 20___, by a majority of the directors/incorporators of _______________________________________________________, an Illinois corporation, that Articles of Dissolution for the corporation will be filed with the Illinois Secretary of State no earlier than three (3) days from the date of this Notice. By: ______________________________________ Title: ____________________ For the Corporation FORM 2 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/IL/IL-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 3 SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Department of Business Services Springfield, IL 62756 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution and the filing fee of $5.00. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 4 NOTICE TO CLAIMANTS NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________________, an Illinois corporation, filed Articles of Dissolution with the Secretary of State. You may be able to assert a claim against the corporation. You have until _________________________________________________ (120 days from the date of this Notice) to submit your claim, any documentation in support of the claim, to the corporation. Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOUR CLAIM WILL BE BARRED IF NOT RECEIVED BY THE DEADLINE. Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE OF ACCEPTANCE OR REJECTION OF CLAIM NOTICE OF ACCEPTANCE OR REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________________, an Illinois corporation, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ The part of your claim that is admitted is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________