Illinois Certificate of Dissolution of Domestic Corporation
Definition and meaning
The Illinois Certificate of Dissolution of Domestic Corporation is a legal document utilized to formally dissolve a corporation within the state of Illinois. This certificate is mandatory when a domestic corporation fails to comply with state requirements, particularly by not filing its annual report as mandated by the General Not For Profit Corporation Act.
Essentially, this certificate serves as an official declaration that the state has recognized the dissolution of the corporation, meaning it ceases to exist legally.
How to complete a form
To properly complete the Illinois Certificate of Dissolution of Domestic Corporation, follow these steps:
- Identify the corporation's name and details.
- Provide the date on which the corporation failed to file its annual report.
- Complete the section about the Secretary of State's confirmation of dissolution.
- Affix your signature and the date of signing.
Ensure all information is accurate and aligned with existing documentation to avoid any potential legal issues.
Who should use this form
This certificate should be used by the officers or authorized representatives of a domestic corporation in Illinois that has ceased operations or failed to meet filing requirements. It is specifically relevant for corporations that want to formally dissolve and relieve themselves of state obligations.
Key components of the form
The Illinois Certificate of Dissolution of Domestic Corporation contains several critical components:
- The corporation's name and the state of organization.
- The date of non-compliance regarding the annual report.
- Statement of dissolution by the Secretary of State.
- Signature of the Secretary of State.
Each component must be filled out accurately to ensure the validity of the dissolution process.
Legal use and context
This form is legally significant as it provides recognized evidence that a corporation has been dissolved under Illinois law. Following the completion of this certificate, the corporation is no longer considered an active entity, thus freeing it from mandatory state filings and obligations.
Understanding the legal context of this form is crucial for those involved in the operation and management of corporations, especially in avoiding potential legal complications.
Common mistakes to avoid when using this form
When completing the Illinois Certificate of Dissolution of Domestic Corporation, users should avoid the following mistakes:
- Incorrectly entering the corporation's name, leading to invalidation.
- Failing to include the date of non-compliance.
- Not ensuring the form is signed by the appropriate official.
- Misunderstanding the implications of dissolution, which may lead to unresolved obligations.
Being aware of and avoiding these common errors helps facilitate a smoother dissolution process.
What documents you may need alongside this one
While completing the Illinois Certificate of Dissolution of Domestic Corporation, you may need the following documents:
- Previous annual reports filed by the corporation.
- Meeting minutes or resolutions from the board of directors indicating approval for dissolution.
- Any correspondence with the Secretary of State related to non-compliance.
Having these documents on hand can provide context and ensure accurate completion of the dissolution process.
Form popularity
FAQ
Call a Board Meeting. File a Certificate of Dissolution With the Secretary of State. Notify the Internal Revenue Service (IRS) Close Accounts and Credit Lines, Cancel Licenses, Etc.
When an LLC is subjected to automatic dissolution, the business is, in fact, dissolved. Automatic dissolution requires the LLC to stop doing business, fulfill outstanding obligations and divide assets among members.
Holding a vote with LLC members to dissolve the LLC. Recording the dissolution vote in the LLC's meeting minutes. Determining the formal date of dissolution. Distribution of LLC assets. Notifying creditors and settling any business debts.
Reinstating a domestic LLC in Illinois begins with completing and filing the Reinstatement Following Administrative Dissolution form, which is also called the LLC-35.40. The LLC-35.40 form must be filed in duplicate by mail, or you can deliver it in person to the office of the Illinois Secretary of State.
Involuntary Dissolution. Illinois corporations may be dissolved involuntarily by a court order as a result of a lawsuit by creditors, or by the Illinois Secretary of State for failure to file an annual report or pay annual fees. Alternatively, corporations may be dissolved voluntarily by shareholder consent.
To reinstate a corporation, you must file BCA 12.45, Application for Reinstatement, in duplicate with the Secretary of State's office. You also must file Annual Reports for the years that were not filed. For more information, please call 217-785-5782.
Hold a board of directors meeting and formally move to dissolve your corporation. File the Articles of Dissolution with the Illinois Secretary of State. Fulfill all tax obligations with the state of Illinois, as well as with the IRS.
If a Corporation or LLC fails to fulfill any of its required business obligations the state will send a deficiency notice to the business.When a company has been Involuntary Dissolved by the state that company cannot legally conduct business and may be breaking the law if it does conduct business.
