Corporation Voluntary Dissolution and Closure Packet

ILLINOIS CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent Illinois domestic business corporation. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. Illinois articles of dissolution do not themselves close federal or state tax accounts, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Illinois authorization route below.

1. ENTITY AND ROUTE CHECK

☐ State record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Domestic business-corporation status and delinquency facts confirmed.

2. ILLINOIS AUTHORIZATION GATE

Select one route:

☐ No shares issued — 805 ILCS 5/12.05. A majority of incorporators authorized dissolution if initial directors were not named or elected, or a majority of directors authorized it if initial directors were named or elected. Confirm that no shares were issued, subscription amounts were returned after necessary expenses, no corporate debts remain unpaid, and the required three-day written notice was given.

☐ Unanimous shareholder written consent — 805 ILCS 5/12.10. All holders of outstanding shares entitled to vote on dissolution signed written consent. Director action is not required under this route.

☐ Shareholder vote — 805 ILCS 5/12.15. The board adopted and submitted a dissolution resolution; each shareholder received meeting notice stating that dissolution would be considered; and the resolution received at least two-thirds of the votes entitled to vote, including the required class votes. The articles may set a different threshold, but not below a majority.

Approval record

3. ARTICLES AND WINDING UP

Under 805 ILCS 5/12.20, the articles of dissolution identify the corporation, authorization date, process-mailing address, share and paid-in-capital information, and the applicable authorization route. Dissolution becomes effective when the Secretary of State files the articles.

Under 805 ILCS 5/12.30, the corporation may act only as necessary to wind up and liquidate, including collecting and disposing of assets, discharging or providing for liabilities, distributing remaining assets according to shareholder interests, and completing other necessary winding-up acts.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Assets, liabilities, contingent claims, litigation, contracts, taxes, payroll, benefits, guarantees, liens, and records inventoried.

☐ Liabilities discharged or adequately provided for before shareholder distributions.

Claim and reserve log

Do not use an optional statutory claims-notice procedure unless Illinois counsel verifies the selected procedure, notice text, recipients, deadlines, reserves, and consequences.

4. ILLINOIS FILING PREPARATION

☐ Secretary of State Form BCA 12.20 completed with the exact corporate name and authorization route.

☐ Unreported share issuances, paid-in-capital changes, and cancellations reviewed for the form.

☐ Signer capacity, duplicate-submission requirement, and current payment instructions confirmed.

As of 2026-07-29, the official March 2026 Form BCA 12.20 states a $5 filing fee and instructs filers to submit the articles in duplicate. Recheck the current form, fee, taxes, penalties, and filing channel immediately before submission.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Illinois tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the selected corporate authorization and winding-up plan are documented; liabilities were paid or provided for before distributions; the Illinois filing was accepted; and tax, payroll, licensing, contract, account, and foreign-registration tasks are completed or assigned.

Authorized signer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Illinois General Assembly — Business Corporation Act, Article 12
• Illinois Secretary of State — Form BCA 12.20

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.