Bill Text: IL HB4740 | 2017-2018 | 100th General Assembly | Introduced

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Bill Title: Amends the Business Corporation Act of 1983. Provides that the requirements for reinstatement of a domestic corporation after its administrative dissolution must be completed no later than 180 days after the administrative dissolution.

Spectrum: Partisan Bill (Republican 1-0)

Status: (Failed) 2019-01-08 - Session Sine Die [HB4740 Detail]

Download: Illinois-2017-HB4740-Introduced.html

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100TH GENERAL ASSEMBLY State of Illinois 2017 and 2018 HB4740 Introduced , by Rep. Brad Halbrook SYNOPSIS AS INTRODUCED:
805 ILCS 5/12.45 from Ch. 32, par. 12.45
Amends the Business Corporation Act of 1983. Provides that the requirements for reinstatement of a domestic corporation after its administrative dissolution must be completed no later than 180 days after the administrative dissolution.
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A BILL FOR
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AN ACT concerning business.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is amended
by changing Section 12.45 as follows:
(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
Sec. 12.45. Reinstatement following administrative
dissolution.
(a) A domestic corporation administratively dissolved
under Section 12.40 may be reinstated by the Secretary of State
following the date of issuance of the certificate of
dissolution upon completing the following requirements no
later than 180 days after the administrative dissolution:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties
then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 1.10 of this Act
and shall set forth:

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(1) The name of the corporation at the time of the
issuance of the certificate of dissolution.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation
as changed, provided however, and any change of name is
properly effected pursuant to Section 10.05 and Section
10.30 of this Act.
(3) The date of the issuance of the certificate of
dissolution.
(4) The address, including street and number, or rural
route number of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation, provided however, that any change from either
the registered office or the registered agent at the time
of dissolution is properly reported pursuant to Section
5.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Section the Secretary of State shall file
the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the corporate existence for all purposes shall be deemed to
have continued without interruption from the date of the
issuance of the certificate of dissolution, and the corporation
shall stand revived with such powers, duties and obligations as

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if it had not been dissolved; and all acts and proceedings of
its shareholders, directors, officers, employees, and agents,
acting or purporting to act in that capacity, and which would
have been legal and valid but for such dissolution, shall stand
ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon
the filing of the application for reinstatement, no
shareholder, director, or officer shall be personally liable,
under Section 8.65 of this Act or otherwise, for the debts and
liabilities of the corporation incurred during the period of
administrative dissolution by reason of the fact that the
corporation was administratively dissolved at the time the
debts or liabilities were incurred.
(Source: P.A. 98-776, eff. 1-1-15.)