Guide to Dissolution of Illinois Not For Profit Corporations

Guide to Dissolution of Illinois Not For Profit Corporations

Last updated: May 2006

To see the guide in PDF format, click here.

Chapter 1 -- What is Dissolution?
   Dissolution Defined
   Reasons for Dissolution
   Distinction between Dissolution and Liquidation
   Distinction between Dissolution and Bankruptcy
   Kinds of Dissolution: Voluntary and Involuntary

Chapter 2 -- Voluntary Dissolution 
   Timing of Dissolution
   Financial Issues in Dissolution
   Limits on Voluntary Election to Dissolve by Board if Corporation is Unable to Pay its Debts
   Dissolution of Corporations with No Members Entitled to Vote on Dissolution
   Dissolution of Corporations with Members Entitled to Vote on Dissolution
   Adopting a Plan of Dissolution: What Is It, and When Is It Required? 
   Filing Articles of Dissolution
   The Winding-up Process: Liquidation and Distribution of Assets, and Providing Notice to Creditors
   Notice to Creditors
   Potential Director Liabilities Resulting from the Dissolution Process
   Revoking Voluntary Dissolution

Chapter 3 --  "Involuntary" Dissolution by Administrative Action or Court Order
   Administrative Dissolution by the Secretary of State
   Dissolution by Judicial Action Initiated by the Attorney General
   Dissolution by Judicial Action Initiated by a Member or Director
   Dissolution by Judicial Action Initiated by a Creditor
   Judicial Actions in Lieu of Requested Dissolution

Chapter 4 -- Regulatory Filings, Notices and Other Actions Relating to Dissolution
   State and Local Tax Filings
   Termination of Regulatory Licenses and Permits
   Termination of Contracts
   Employees
   Document Retention

Appendix A -- Secretary of State Dissolution Forms
Appendix A-1 -- Articles of Dissolution
Appendix A-2 -- Articles of Revocation of Dissolution
Appendix A-3 -- Application for Reinstatement Of Domestic or Foreign Corporations

Appendix B -- Sample Notice to Creditors for Dissolved Illinois Not For Profit Corporation

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