Sec. 12.20. Articles of dissolution.

318 words·~1 min read·/il/chapter-805/act-5/12-20

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)When a voluntary dissolution has been authorized as provided by this Act, articles of dissolution shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

(1)The name of the corporation.

(2)The date dissolution was authorized.

(3)A post-office address to which may be mailed a copy of any process against the

corporation that may be served on the Secretary of State.

(4)A statement of the aggregate number of issued shares of the corporation itemized by

classes and series, if any, within a class, as of the date of execution.

(5)A statement of the amount of paid-in capital of the corporation as of the date of

execution.

(6)Such additional information as may be necessary or appropriate in order to determine

any unpaid fees or franchise taxes payable by such corporation as in this Act prescribed.

(7)Where dissolution is authorized pursuant to Section 12.05, a statement that a

majority of incorporators or majority of directors, as the case may be, have consented to the dissolution and that all provisions of Section 12.05 have been complied with.

(8)Where dissolution is authorized pursuant to Section 12.10, a statement that the

holders of all the outstanding shares entitled to vote on dissolution have consented thereto.

(9)Where dissolution is authorized pursuant to Section 12.15, a statement that a

resolution proposing dissolution has been adopted at a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such resolution as provided by the articles of incorporation.

(b)When the provisions of this Section have been complied with, the Secretary of State shall file the articles of dissolution.

(c)The dissolution is effective on the date of the filing of the articles thereof by the Secretary of State.