Nonprofit Corporation Administrative Dissolution and Reinstatement in Illinois
At a glance
| Entity and agency | 805 ILCS 105/112.35–112.45; Secretary of State administers dissolution and reinstatement. |
|---|---|
| Report, fee, or tax failure | Missed annual or other required report; unpaid Act fees or charges (805 ILCS 105/112.35(a)–(c)). |
| Agent and other grounds | No maintained registered agent, material misrepresentation in filed document, specified unlicensed liquor sales by a club, or failure to maintain at least three directors (112.35(d)–(g)). |
| Notice and cure | Secretary of State mails delinquency notice to registered office or principal officer if office missing; 90 days after notice to correct (112.40(a)–(b)). |
| When status changes | After uncured notice, Secretary issues and files dissolution certificate stating grounds and effective date (112.40(b)). |
| Powers afterward | Corporate existence ends; corporation may act to wind up and liquidate under the stated exceptions (112.40(c)). |
| Reinstatement window | Domestic corporation dissolved under 112.40 may seek reinstatement after certificate issuance; 112.45 states no outer filing deadline. Three-year period in 112.43 protects prior name. |
| Filings, payments, and name | Duplicate application states former or changed name, dissolution date, registered office and agent; file all due reports and pay all fees and penalties (112.45(a)–(b)). |
| Effect and review | Filing reinstatement application deems existence uninterrupted and ratifies otherwise valid intervening acts (112.45(d)); name reserved three years (112.43). |
Requirements one by one
Grounds and notice
805 ILCS 105/112.35 lists missed reports or fees, absence of a registered agent, material misrepresentation in a filed document, a specified liquor-law notification about a club, and failure to maintain at least three directors. Under 112.40(a)–(b), the Secretary of State sends a Notice of Delinquency by regular mail and gives 90 days to correct the default. If the registered office is missing, notice goes to the president or another principal officer at the last known office.
Effect and reinstatement
After an uncured default, the Secretary of State issues and files a certificate stating the ground and effective date. 112.40(c) ends corporate existence but permits actions needed to wind up and liquidate. Under 112.45(a)–(b), reinstatement requires a duplicate application, all due reports, and all due fees and penalties; the application identifies the registered office and agent and addresses an unavailable former name. Filing the application treats existence as continuous and ratifies otherwise valid intervening acts under subsection (d).
What trips people up
112.43 reserves the dissolved corporation's former name for three years after the certificate. That name-protection period is distinct from the reinstatement provision, which sets no corresponding outer application deadline.
Common questions
Can a dissolved corporation keep operating as before?
No. Section 112.40(c) limits post-dissolution activity to the stated winding-up and liquidation functions.
Does the old name automatically return?
Section 112.43 preserves it for reinstatement within three years. After that, 112.45(b)(2) requires a changed name if the former one is unavailable.
Statutes and sources
- 805 ILCS 105/112.35–112.45, official current Illinois General Assembly text, accessed September 28, 2026. Section 112.40(b) says “within 90 days following such notice”; section 112.45(a) requires “the filing of an application for reinstatement.”
Source links
Every statute quoted above, linked, with the date we checked it.
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