Dissolved/De facto Corpora-tions - Issue 1

Dissolution of a corporation terminates its corporate existence and a dissolved corporation shall not thereafter carry on any business except that necessary to wind up and liquidate its business and affairs, including: Collecting its assets; Disposing of its assets that will not be distributed in kind to its shareholders; Giving notice and discharging or making provision for discharging its liabilities; Distributing its remaining assets among its shareholders according to their interests; and Doing such other acts as are necessary to wind up and liquidate its business and affairs. (805 ILCS 5/12.30) A claimant that does not deliver its claim by the deadline shall have no further rights against the dissolved corporation, its directors, officers, employees or agents, or its shareholders or their transferees. Within 60 days from the effective date of dissolution, the dissolved corporation shall send a notification to the claimant setting forth the following information: The corporation has been dissolved and the effective date thereof. The mailing address to which the claimant must send its claim and the essential information to be submitted with the claim. The deadline, not less than 120 days from the effective date of dissolution, by which the dissolved corporation must receive the claim. A statement that the claim will be barred if not received by the deadline. (805 ILCS 5/12.75)

Section 12.80 of the Act provides that any civil remedy available to or against the corporation for any right or claim existing, or liability incurred, prior to, at the time of, or after such dissolution survives dissolution and can be brought by or against the corporation for a period of five years after dissolution. 805 ILCS 5/12.80.