Sec. 12.30. Effect of dissolution.

241 words·~1 min read·/il/chapter-805/act-5/12-30

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

(a)Dissolution of a corporation terminates its corporate existence and a dissolved corporation shall not thereafter carry on any business except that necessary to wind up and liquidate its business and affairs, including:

(1)Collecting its assets;

(2)Disposing of its assets that will not be distributed in kind to its shareholders;

(3)Giving notice in accordance with Section 12.75 and discharging or making provision for discharging its liabilities;

(4)Distributing its remaining assets among its shareholders according to their interests; and

(5)Doing such other acts as are necessary to wind up and liquidate its business and affairs.

(b)After dissolution, a corporation may transfer good and merchantable title to its assets as authorized by its board of directors or in accordance with its by-laws.

(c)Dissolution of a corporation does not:

(1)Transfer title to the corporation's assets;

(2)Prevent transfer of its shares or securities, provided, however, the authorization to dissolve may provide for closing the corporation's share transfer books;

(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.