Question 1

Do I need a tax clearance certificate to dissolve an Illinois corporation?

Accepted Answer

No, because Illinois does not issue one. Scanning all eighteen sections of Article 12 of the Business Corporation Act returns zero mentions of a tax clearance, a certificate of account status, a certificate of good standing or the Illinois Department of Revenue, and form BCA 12.20 has no attachment line and no clearance box. What replaces the certificate is 805 ILCS 5/15.85(a), which directs the Secretary of State not to file any paper relating to the corporation until all fees, franchise taxes and charges payable with it have been paid, while the corporation is in default on any fees, franchise taxes, charges, penalties or interest under the Act, or when the Department of Revenue has given notice that the corporation is in default in filing a return or paying a final assessment. Nothing warns you first. The Department of Revenue, for its part, asks only that you contact it about your tax liabilities and check the final-return box on each last return.

Question 2

Which form does Illinois use to dissolve a business corporation, and where does it go?

Accepted Answer

Form BCA 12.20, titled Articles of Dissolution and subtitled Business Corporation Act, revision December 2003. It goes to the Secretary of State, Department of Business Services, 501 S. Second St., Rm. 350, Springfield, IL 62756, telephone 217-782-6961. Section 12.20(a) and Section 1.10(e)(1) require the original signed document plus one true copy, which the form states as submit in duplicate, typed or printed clearly in black ink, and all signatures in black ink. Payment goes by check or money order payable to Secretary of State. Illinois runs a single filing: the words intent to dissolve appear nowhere in Article 12, so there is no precursor certificate to file first and no second filing afterwards.

Question 3

How much does it cost to file Illinois Articles of Dissolution?

Accepted Answer

Five dollars. Two independent Illinois sources carry the same figure: 805 ILCS 5/15.10(e) reads filing articles of dissolution, 5 dollars, on a source note of Public Act 102-282 effective January 1, 2022, and the fee line printed on the face of form BCA 12.20 reads the same. There is no surcharge subsection in Section 15.10, and even its catch-all in subsection (z) lands at 5 dollars. A copy, a certified copy or a certificate costs 25 dollars under Section 15.15(a). Do not confuse the dissolution fee with the 75 dollar annual report fee in Section 15.10(o) or the 200 dollar reinstatement fee in Section 15.10(p). Expedited service exists under Section 15.95, defined as same day or within 24 hours for a request made in person at the Springfield office, but articles of dissolution are not among the documents that section prices by name.

Question 4

Does Illinois still charge a franchise tax after the phase-out?

Accepted Answer

Yes. The repeal that was widely reported never reached the statute book. The codified 805 ILCS 5/15.35 still opens by saying that for the privilege of exercising its franchises in this State each domestic corporation shall pay the franchise taxes the Act prescribes, and subsection (d) sets out an exemption that climbs and then stops: the first 30 dollars of liability from 2020, the first 1,000 dollars from 2021, the first 5,000 dollars from 2024, and the first 10,000 dollars on and after January 1, 2025. There is no further step and no repealer anywhere in the fee and franchise tax sections of Article 15. The governing amendments named in the section's own source note are Public Act 102-16 effective June 17, 2021, Public Act 103-8 effective June 7, 2023, and Public Act 103-592 effective June 7, 2024. The rate it applies to sits in Section 15.45(a).

Question 5

Who has to approve dissolving an Illinois corporation?

Accepted Answer

One of four routes, and form BCA 12.20 item 3 is a box for each. Shareholders at a meeting under Section 12.15(c) need at least two thirds of the votes of the shares entitled to vote on dissolution, plus two thirds of any class voting as a class, unless the articles of incorporation set a different figure under Section 12.15(d), which may go up or down but never below a majority. Unanimous written consent of all shareholders entitled to vote works under Section 12.10 and requires no director vote or action at all. Less than unanimous written consent works under Sections 12.15 and 7.10, but only if written notice reached every shareholder entitled to vote at least five days before the consent was signed. Finally, where no shares have ever been issued, a majority of incorporators or of directors may authorize it under Section 12.05, provided subscription money less expenses has been returned, no debts remain unpaid, and three days written notice was given before the articles were executed.

Question 6

Do I have to notify creditors when I dissolve an Illinois corporation?

Accepted Answer

No, and the choice is a real one. Section 12.75(a) says a dissolved corporation may bar any known claim against it, its directors, officers, employees or agents, or its shareholders or their transferees, by following the procedure in subsections (b) and (c). Electing it means sending each claimant, within 60 days of the effective date of dissolution, a notification stating that the corporation is dissolved and when, where to send a claim and what to include, a receipt deadline no earlier than 120 days from the effective date, and a warning that the claim is barred if it arrives late. If the corporation rejects a claim it must then give the claimant a suit deadline no earlier than 90 days from the rejection notice. Illinois requires no newspaper publication for any of this. The limit worth knowing is subsection (d): contingent liabilities, claims arising after the effective date, and claims arising from the corporation's failure to pay any tax, penalty or interest stay outside the bar.

Question 7

How long can someone still sue an Illinois corporation after it dissolves?

Accepted Answer

Five years from the date of dissolution. Section 12.80 provides that dissolution, whether by filing articles under Section 12.20, by the Secretary of State issuing a certificate under Section 12.40, by a circuit court judgment, or by the corporation's period of duration expiring, does not take away or impair any civil remedy available to or against the corporation, its directors or its shareholders, for any right or claim existing or liability accrued before, at the time of, or after the dissolution, if the proceeding is commenced within five years of that date. The same section adds that it does not extend any applicable statute of limitations, so the shorter of the two clocks controls. This sits alongside Section 12.30(a), which says the dissolution terminates corporate existence, and Section 12.30(c)(4) and (5), which say it neither prevents suit in the corporate name nor abates a pending proceeding. A dissolved Illinois corporation is gone as a going concern and still answerable.

Question 8

Does an Illinois Articles of Dissolution have to be notarized?

Accepted Answer

No. Section 1.10(d) of the Business Corporation Act gives two alternative ways to satisfy any verification requirement, and the Secretary of State's form takes the second. Subsection (d)(1) allows a formal acknowledgment taken before someone authorized to take acknowledgments of deeds, who affixes a seal of office if they have one. Subsection (d)(2) allows the signature without more, which by statute constitutes the signatory's affirmation under penalties of perjury that the instrument is their act and deed, or the corporation's, and that the facts stated in it are true. Item 7 of form BCA 12.20 uses that route: the corporation causes the statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts are true and correct. A scan of the whole form finds no notary block, no acknowledgment block and no jurat. It does insist on black ink.

Illinois Articles of Dissolution

Find out where you stand in Illinois

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Illinois Requirements for Articles of Dissolution

No Clearance Certificate, a Refusal Power Instead

The Department of Revenue Default Limb

Form BCA 12.20, Submitted in Duplicate

Five Dollar Filing Fee

Two Thirds of the Votes Entitled to Vote

Unreported Paid-In Capital Surfaces at Dissolution

Franchise Tax Survived the Phase-Out

Optional Claims Bar, and Five Years of Exposure

Frequently Asked Questions