Nonprofit Corporation Voluntary Dissolution Filing Requirements in Illinois

At a glance

Requirements one by one

Entity and filing agency

Illinois separates authorization of dissolution from the Secretary of State filing that makes it effective. Section 112.20 calls for an approval statement identifying which route the corporation used. The articles therefore document a decision already made under the Act.

Before activities begin

The ordinary approval routes turn on whether the corporation has members entitled to vote on dissolution. Under § 112.05, a corporation with no such members uses director authorization only when no debts remain unpaid and all directors have received written notice of the election at least three days before the articles are executed. Being inactive does not itself satisfy those conditions.

Board action and member alternatives

For a dissolution vote at a members' meeting, § 112.15 requires a board resolution proposing dissolution and directing its submission. The board may make a recommendation or submit it without one. The general board rule in § 108.15 uses a majority of directors present at a meeting with a quorum, unless the governing documents require more; the default quorum is a majority in office and can never be less than one-third.

Section 112.10 expressly says the informal member route “does not require any vote of the directors.” For a corporation with no voting members, the articles must instead attest to approval by a majority of directors in office at a board meeting or written consent signed by all directors in office under §§ 112.20 and 108.45.

Member voting, classes, and consent

Section 112.15 ordinarily requires at least two-thirds of votes present and voted, in person or by proxy, and addresses any class entitled to vote separately. The articles or bylaws can replace that threshold with a smaller or larger one, but not below a majority of the votes cast at a meeting with a quorum. Section 107.60's default quorum is members holding one-tenth of entitled votes, present or represented by proxy; the articles or bylaws may change it.

The informal ballot route in § 107.10 allows written mail, email, or other electronic voting, giving eligible members the opportunity to vote for or against the proposal. A dissolution ballot remains open for at least 20 days after delivery; turnout must be sufficient for a meeting quorum and approval must satisfy the applicable statutory or governing-document threshold. Informal action becomes effective only after written notice of the proposed action has been delivered to all eligible members at least five days beforehand. Unless the articles or bylaws provide otherwise, § 107.10(d) also allows written consent approved by all eligible members.

Residential cooperative housing corporations receive distinct treatment: §§ 112.10 and 112.12 require an open members' meeting and vote for their dissolution. That special requirement matters before choosing a route intended for an ordinary nonprofit.

Notice and distribution plan

Under §§ 107.15 and 112.15, a dissolution meeting requires written notice to each eligible member of record 20–60 days before the meeting, stating its dissolution purpose.

Section 112.17 requires a plan when the proposed asset transfer is one for which the Act requires a plan, and permits one otherwise. With voting members, the board recommends the plan, the meeting notice includes it or a summary, and members approve under the stated two-thirds or governing-document threshold, including applicable class voting. Without voting members, a majority of directors in office adopts the plan at a board meeting. The plan vote concerns distributions; the dissolution authorization is a separate statutory step.

Articles and signature

Section 112.20 requires the corporation's name, the authorization date, and a post-office address for forwarding process served on the Secretary of State. Approval statements identify the board or member meeting and sufficient vote, or the relevant consent route. Under § 107.10(c), an informal vote filing instead states that the vote and written notice complied with that section.

Section 101.10 ordinarily requires signature and verification by a listed officer or another officer duly authorized by the board. It supplies fallback signers when the document shows that officers, or both officers and directors, are absent, and when a court fiduciary holds the assets. A signature alone can satisfy verification by serving as an affirmation under penalties of perjury. Section 101.11 similarly makes an electronic submitter's included name the required affirmation. Duplicate filing consists of the signed original and a true copy.

Fee and effective time

The statutory dissolution fee is $5 under § 115.10(d). Section 112.20 makes dissolution effective on the date the Secretary of State files the articles. Section 112.30 then confines the corporation's affairs to winding up and liquidation, so the filing is not a certification that every permitted winding-up act has already finished.

Reversal

Section 112.25 lets the board revoke without another member action within 60 days of dissolution's effective date. Revocation articles are due within 60 days after the corporation authorizes revocation and identify both dates and the board action. They must state that neither asset distributions nor a court-supervised wind-up has begun. Filing makes revocation effective and relates it back to dissolution, permitting affairs to resume as though dissolution had not occurred. That section also addresses a late-filing penalty rather than rejection solely for lateness.

Winding-up powers and asset restrictions

Section 112.30 preserves collection, disposal, liability handling, remaining distributions, and other necessary liquidation acts. The corporation can convey title and sue or be sued in its own name. Under § 112.16, assets subject to a dissolution-triggered return condition follow that condition; specified charitable, religious, educational, and similar-use assets go to organizations engaged in substantially similar activities under the required plan.

What trips people up

The revocation section uses different wording in its eligibility and filing paragraphs. Section 112.25(a) joins its two conditions with “or,” while § 112.25(c)(3) requires the filed statement that the corporation “has not begun to distribute its assets nor has it commenced a proceeding for court supervision of its winding up.” Check the required factual statement before treating a board reversal as ready to file.

Common questions

Does dissolution move property into a recipient's name automatically? Section 112.30(c)(1) says dissolution does not transfer title to the corporation's assets. A later conveyance is a separate permitted act.

Does an existing lawsuit stop when dissolution is filed? No. Section 112.30(c)(4) preserves a pending proceeding against abatement or suspension because of dissolution.

Statutes and sources

• 805 ILCS 105/112.05 — “Voluntary dissolution by directors. Where a corporation has no members or no members entitled to vote on dissolution, the dissolution of a corporation may be authorized by a majority of the directors provided that: (a) No debts of the corporation remain unpaid. (b) Written notice of the election to dissolve the corporation has been given to all directors, not less than three days before the execution of articles of dissolution.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.10 — “Voluntary dissolution by written consent of members entitled to vote. Except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, when a corporation has members entitled to vote on dissolution, the dissolution of a corporation may be authorized pursuant to Section 107.10 of this Act. Dissolution pursuant to this Section does not require any vote of the directors of the corporation.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.12 — “Dissolution of residential cooperative housing corporations. When a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis has members entitled to vote on dissolution, there must be an open meeting and vote of those members before a dissolution may be authorized.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.15 — “Voluntary dissolution by vote of members entitled to vote. Where a corporation has members entitled to vote on dissolution, the dissolution of a corporation may be authorized by a vote of members entitled to vote in the following manner: (a) The board of directors shall adopt a resolution, which may be with or without their recommendation, proposing that the corporation be dissolved voluntarily, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote on dissolution, if any, which may be either an annual or special meeting. (b) Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the voluntary dissolution of the corporation, shall be given to each member entitled to vote on dissolution within the time and in the manner provided in this Act for the giving of notice of meetings of members. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting. (c) At such meeting a vote of the members entitled to vote on dissolution shall be taken on the resolution to dissolve voluntarily the corporation. The resolution shall be adopted by receiving the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, unless any class of members is entitled to vote as a class in respect thereof, in which event the proposed action shall be adopted by receiving the affirmative vote of at least two-thirds of the votes of the class present and voted either in person or by proxy. (d) The articles of incorporation or the bylaws of any corporation may supersede the two-thirds vote requirement of subsection (c) by specifying any smaller or larger vote requirement not less than majority of the votes which members entitled to vote on dissolution shall vote, either in person or by proxy, at a meeting at which there is a quorum.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.16 — “Distribution of assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (a) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor; (b) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; (c) Assets held for a charitable, religious, eleemosynary, benevolent, educational or similar use, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act; (d) To the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others, other assets, if any, shall be distributed in accordance with such provisions; (e) Any remaining assets may be distributed to such societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in Section 112.17 of this Act.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.17 — “Plan of distribution. A plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this Act requires a plan of distribution, in the following manner: (a) Where there are members having voting rights on dissolution, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed plan of distribution or a summary thereof shall be delivered to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, unless any class of member is entitled to vote as a class in respect thereof, in which event the proposed plan of distribution shall be adopted by receiving the affirmative vote of at least two-thirds of the votes of the class present and voted either in person or by proxy. The articles of incorporation or the bylaws may supersede the two-thirds vote requirement of this subsection by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on such matters shall vote, either in person or by proxy at a meeting at which there is a quorum. (b) Where there are no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.20 — “Articles of dissolution. (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 101.10 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) Where dissolution is authorized pursuant to Section 112.05 of this Act: (i) A statement that the dissolution received the affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or (ii) A statement that the dissolution was adopted by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act. (5) If the dissolution was adopted pursuant to Section 112.10 or 112.15 of this Act: (i) A statement that the dissolution was adopted at a meeting of members by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or (ii) A statement that the dissolution was adopted by written consent, signed by members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act. (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.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.25 — “Revocation of Dissolution. (a) A corporation may revoke its dissolution within 60 days of its effective date if the corporation has not begun to distribute its assets or has not commenced a proceeding for court supervision of its winding up under Section 112.50 of this Act. (b) The corporation's board of directors may revoke the dissolution without action by members entitled to vote on dissolution. (c) Within 60 days after the dissolution has been revoked by the corporation, articles of revocation of dissolution shall be executed and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) A statement that the corporation has not begun to distribute its assets nor has it commenced a proceeding for court supervision of its winding up; (4) The date the revocation of dissolution was authorized; (5) A statement that the corporation's board of directors revoked the dissolution. (d) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of revocation of dissolution. Failure to file the revocation of dissolution as required in subsection (c) hereof shall not be grounds for the Secretary of State to reject the filing, but the corporation filing beyond the time period shall pay a penalty as prescribed by this Act. (e) The revocation of dissolution is effective on the date of the filing of the articles thereof by the Secretary of State and shall relate back and take effect as of the date of dissolution and the corporation may resume conducting affairs as if dissolution had never occurred.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/112.30 — “Effect of dissolution. (a) Dissolution of a corporation terminates its corporate existence and a dissolved corporation shall not thereafter conduct any affairs except that necessary to wind up and liquidate its affairs, including: (1) Collecting its assets; (2) Disposing of its assets that will not be distributed in kind; (3) Giving notice in accordance with Section 112.75 of this Act and discharging or making provision for discharging its liabilities; (4) Distributing its remaining assets in accordance with this Act; and (5) Doing such other acts as are necessary to wind up and liquidate its 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 bylaws. (c) Dissolution of a corporation does not: (1) Transfer title to the corporation's assets; (2) Effect any change in the bylaws 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 affairs of the corporation; (3) Prevent suit by or against the corporation in its corporate name; (4) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/107.10 — “Informal action by members entitled to vote. (a) Unless otherwise provided in the articles of incorporation or the bylaws, except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by the Act, the articles of incorporation, or the bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered; provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered. (b) Such informal action by members shall become effective only if, at least 5 days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof. (c) In the event that the action which is approved is such as would have required the filing of a certificate under any other Section of this Act if such action had been voted on by the members at a meeting thereof, the certificate filed under such other Section shall state, in lieu of any statement required by such Section concerning any vote of members, that an informal vote has been conducted in accordance with the provisions of this Section and that written notice has been delivered as provided in this Section. (d) In addition, unless otherwise provided in the articles of incorporation or the bylaws, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of members entitled to vote, may also be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be approved by all the members entitled to vote with respect to the subject matter thereof.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/107.15 — “Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. A residential cooperative not-for-profit corporation containing 50 or more single family units with individual unit legal descriptions based upon a recorded plat of a subdivision and located in a county with a population between 780,000 and 3,000,000 shall, in addition to the other requirements of this Section, post notice of member's meetings in conspicuous places in the residential cooperative at least 48 hours prior to the meeting of the members.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/107.60 — “Quorum of members entitled to vote. Unless otherwise provided by the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the members, unless the vote of a greater number or voting by classes is required by this Act, the articles of incorporation or the bylaws. The articles of incorporation or bylaws may require any number or percent greater or smaller than one-tenth up to and including a requirement of unanimity to constitute a quorum.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/108.15 — “Quorum of directors. (a) Unless otherwise provided in the articles of incorporation or the bylaws, a majority of the directors then in office shall constitute a quorum; provided, that in no event shall a quorum consist of less than one-third of the directors then in office. (b) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws. (c) Unless specifically prohibited by the articles of incorporation or bylaws, directors or nondirector committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/108.45 — “Informal action by directors. (a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be approved in writing by all of the directors and all of any nondirector committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. (b) The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. (c) Any such consent approved in writing by all the directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State under this Act.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/101.10 — “Forms, execution, acknowledgment and filing. (a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of State. Forms for all other documents to be filed in the office of the Secretary of State shall be furnished by the Secretary of State on request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory. (b) Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such document shall be executed, in ink, as follows: (1) The articles of incorporation shall be signed by the incorporator or incorporators. (2) All other documents shall be signed: (i) By the president, a vice-president, the secretary, an assistant secretary, the treasurer, or other officer duly authorized by the board of directors of the corporation to execute the document and verified by him or her; or (ii) If it shall appear from the document that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or (iii) If it shall appear from the document that there are no such officers or directors, then by the members, or such of them as may be designated by the members at a lawful meeting; or (iv) If the corporate assets are in the possession of a receiver, trustee or other court-appointed officer, then by the fiduciary or the majority of them if there are more than one. (c) The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature. (d) Whenever any provision of this Act requires any document to be verified, such requirement is satisfied by either: (1) The formal acknowledgment by the person or one of the persons signing the instrument that it is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds and who, if he or she has a seal of office, shall affix it to the instrument; or (2) The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. (e) Whenever any provision of this Act requires any document to be filed with the Secretary of State or in accordance with this Section, such requirement means that: (1) The original signed document, and if in duplicate as provided by this Act, one true copy, which may be signed, or carbon or photocopy shall be delivered to the office of the Secretary of State. (2) All fees and charges authorized by law to be collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State. (3) If the Secretary of State finds that the document conforms to law, he or she shall, when all fees and charges have been paid as in this Act prescribed: (i) Endorse on the original and on the true copy, if any, the word "filed" and the month, day and year thereof; (ii) File the original in his or her office; (iii) (Blank); and (iv) If the filing is in duplicate, he or she shall return the copy to the corporation or its representative. (f) If another Section of this Act specifically prescribes a manner of filing or executing a specified document which differs from the corresponding provisions of this Section, then the provisions of such other Section shall govern.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/101.11 — “Electronic filing. Documents or reports submitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 101.10 of this Act, which shall otherwise apply.” Illinois General Assembly. Accessed 2026-09-29.

• 805 ILCS 105/115.10(d),(u) — “(d) Filing articles of dissolution, $5. (u) Filing any other statement or report, $5.” Illinois General Assembly. Accessed 2026-09-29.