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§ 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:
(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:
(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 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.
Cite this article: FindLaw.com - Illinois Statutes Chapter 805. Business Organizations § 5/12.45. Reinstatement following administrative dissolution - last updated January 01, 2019 | https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-5-12-45/
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