Author: Jeannie Carmedelle Frey, Community Economic Development Law Project
Last updated: May 2006
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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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