LLC Administrative Dissolution and Involuntary Termination in Illinois

At a glance

Requirements one by one

Two cure periods after notice

The six statutory grounds range from a missed report or fee to an absent agent, an unanswered Secretary of State interrogatory, a material misrepresentation, or a returned payment without replacement (§ 35-25). The Secretary sends the delinquency notice by regular mail to the registered office or, if no registered office is maintained, the last principal-business address in the Secretary's records (§ 35-30(a)). A report or fee default under paragraphs (1)–(2) has 120 days after the notice date to be corrected. Grounds under paragraphs (2.5)–(5) have 60 days after notice (§ 35-30(b)).

Certificate, winding up, and service

An uncured default leads to an issued certificate reciting the grounds and effective date; the Secretary files the original and mails a copy (§ 35-30(b)). The dissolved LLC continues only to wind up and terminate (§ 35-30(c)). Process service can still use the registered agent or the Secretary under § 1-50(a)–(b); for a dissolved company, § 1-50(b)(3)–(4) states special civil and criminal service conditions.

What trips people up

A series does not stay open merely because it has its own certificate: parent LLC dissolution under Article 35 terminates each series and requires winding up (§ 37-40(m)). Reinstatement requires an application, all overdue reports, and all due fees and penalties (§ 35-40(a)). On filing, the LLC is treated as having continued without interruption, and otherwise lawful interim acts are ratified (§ 35-40(d)).

Common questions

Does the 120-day period apply to an unmaintained registered agent? No. That is paragraph (3) of § 35-25 and has the 60-day correction period under § 35-30(b).

Can the Secretary mail the notice to an address other than the registered office? If the LLC has no registered office, § 35-30(a) directs mailing to the last known principal-business address in the Secretary's records.

Statutes and sources

• 805 ILCS 180/35-25: The Secretary “may dissolve” for the six listed grounds. https://ilga.gov/documents/legislation/ilcs/documents/080501800K35-25.htm (accessed 2026-09-26).
• 805 ILCS 180/35-30: Regular-mail notice precedes two different correction periods; an uncured ground leads to an issued and filed certificate; the LLC continues only to wind up. https://ilga.gov/documents/legislation/ilcs/documents/080501800K35-30.htm (accessed 2026-09-26).
• 805 ILCS 180/1-50(a)–(b) and § 1-50(b)(3)–(4): Process service may use the registered agent or Secretary, subject to the section's conditions for dissolved LLCs. https://ilga.gov/documents/legislation/ilcs/documents/080501800K1-50.htm (accessed 2026-09-26).
• 805 ILCS 180/35-40(a), § 35-40(d): Application, overdue reports, and amounts due support reinstatement; filing revives the LLC without interruption. https://ilga.gov/documents/legislation/ilcs/documents/080501800K35-40.htm (accessed 2026-09-26).
• 805 ILCS 180/37-40(m): Parent LLC dissolution terminates each series. https://ilga.gov/documents/legislation/ilcs/documents/080501800K37-40.htm (accessed 2026-09-26).