How to Reinstate a Dissolved Corporation in Illinois
When a corporation is dissolved in Illinois, it means that it is no longer legally recognized as a separate entity. However, there may be situations where you want to reinstate a dissolved corporation. Fortunately, the process is fairly straightforward if you follow these steps:
1. Determine the reason for dissolution: Before proceeding with reinstatement, it is important to understand why the corporation was dissolved in the first place. This will help you address any underlying issues and prevent future problems.
2. Gather necessary documents: To begin the reinstatement process, you will need to gather certain documents. This includes a completed Application for Reinstatement form, a Certificate of Tax Clearance from the Illinois Department of Revenue, and any other required corporate documents.
3. Pay outstanding fees and penalties: In order to reinstate a dissolved corporation, all outstanding fees, penalties, and taxes must be paid in full. This includes any delinquent franchise taxes or annual report fees.
4. File the Application for Reinstatement: Once you have all the necessary documents and have paid any outstanding fees, you can file the Application for Reinstatement with the Illinois Secretary of State. It is important to provide accurate and up-to-date information on the form.
5. Wait for approval: After filing the reinstatement application, the Secretary of State will review the documents and determine whether the corporation is eligible for reinstatement. If approved, you will receive a Certificate of Reinstatement.
6. Update corporate records: Once the corporation is reinstated, it is important to update all corporate records to reflect the change. This includes updating the corporation’s bylaws, shareholder and director information, and any other relevant documents.
7. Resume business operations: With the corporation reinstated, you can now resume normal business operations. This includes filing annual reports, paying taxes, and complying with all other legal requirements.
Frequently Asked Questions (FAQs):
1. How long does it take to reinstate a dissolved corporation in Illinois?
The processing time can vary, but it typically takes around 4-6 weeks for the Secretary of State to review and approve the reinstatement application.
2. Can a dissolved corporation still be sued?
Yes, even if a corporation is dissolved, it can still be sued for any actions it took while it was active.
3. Can I reinstate a corporation with unpaid taxes?
No, all outstanding taxes must be paid in full before the corporation can be reinstated.
4. Can I reinstate a corporation if it was voluntarily dissolved?
Yes, you can reinstate a voluntarily dissolved corporation as long as you meet the necessary requirements.
5. Can I reinstate a corporation if it was administratively dissolved?
Yes, you can reinstate an administratively dissolved corporation by following the reinstatement process.
6. Can I change the name of the corporation during the reinstatement process?
No, you cannot change the name of the corporation during the reinstatement process. If you wish to change the name, you will need to file a separate name change application.
7. Can I reinstate a corporation if it has been dissolved for a long time?
Yes, there is no time limit for reinstating a dissolved corporation in Illinois.
8. What if I miss the deadline for reinstatement?
If you miss the deadline for reinstatement, you will need to file for a new corporation rather than reinstating the dissolved one.
9. Can I reinstate a corporation if it was dissolved due to non-payment of annual report fees?
Yes, you can reinstate a corporation that was dissolved due to non-payment of annual report fees by paying the outstanding fees and following the reinstatement process.