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Deciding to dissolve a corporation is a significant step that requires careful consideration and adherence to legal procedures. The Articles of Dissolution form serves as the official document to notify the state that a corporation has ceased its operations. This form, known as FORM BCA 12.20, is filed with the Secretary of State in Illinois and comes with a modest filing fee of $5. It captures essential information such as the corporate name, mailing address for legal processes, and the method by which the dissolution was authorized—whether by incorporators, board of directors, or shareholders. Each method has specific requirements, ensuring that the decision reflects the consensus of those involved in the corporation. Additionally, the form requires details about any shares issued or canceled, as well as the corporation's paid-in capital at the time of dissolution. It’s crucial to understand that this form must be completed accurately and submitted in duplicate, as any discrepancies could delay the dissolution process. By following the guidelines outlined in the Articles of Dissolution, corporations can navigate this transition smoothly and responsibly.

Preview - Articles Of Dissolution Form

Document Specifics

Fact Name Description
Form Identification This is the Articles of Dissolution form, specifically Form BCA 12.20, revised in December 2003.
Filing Fee The fee to file this form is $5, and payment should be made via check or money order to the Secretary of State.
Governing Law The form is governed by the Business Corporation Act of Illinois.
Submission Requirements Submit the completed form in duplicate and type or print clearly in black ink. Do not write above the designated line.

Articles Of Dissolution: Usage Instruction

After completing the Articles of Dissolution form, you will need to submit it to the Secretary of State along with the required payment. Ensure that you keep a copy for your records. This process helps formally end your corporation's existence.

  1. Corporate Name: Enter the name of your corporation as it appears in the Articles of Incorporation.
  2. Post Office Address: Provide the address where the Secretary of State can send any legal documents related to your corporation.
  3. Dissolution Authorization: Indicate how the dissolution was authorized by marking an “X” in one box. Choose from the options provided based on your corporation's situation.
  4. Issuances of Shares: List any shares issued that have not been reported before. Include the date of issuance, number of shares, and the total consideration received.
  5. Cancellations of Shares: Report any shares that have been canceled. Include the date of cancellation, number of shares, and the total cost.
  6. Issued Shares: State the class, series, par value, and number of shares issued at the time of execution.
  7. Paid-in Capital: Fill in the amount of paid-in capital at the time of execution.
  8. Signature: An authorized officer must sign the form, affirming the accuracy of the information provided. Include the date, name, and title of the officer.

After filling out the form, make sure to submit it in duplicate and include the filing fee. Double-check all information to avoid delays.

Learn More on Articles Of Dissolution

What is the Articles of Dissolution form?

The Articles of Dissolution form is a legal document used by corporations to officially terminate their existence. By filing this form, a corporation notifies the state that it has completed the necessary steps to dissolve, such as obtaining the required approvals from shareholders or directors. This process is essential to ensure that the corporation is no longer liable for taxes or other obligations after it ceases operations.

Who needs to file the Articles of Dissolution?

Any corporation that wishes to dissolve must file the Articles of Dissolution. This applies to both for-profit and non-profit corporations. Whether the decision comes from the board of directors, shareholders, or incorporators, filing this form is a critical step in the dissolution process.

What is the filing fee for the Articles of Dissolution?

The filing fee for submitting the Articles of Dissolution is $5. This fee must be paid via check or money order made out to the Secretary of State. Ensure that the payment accompanies the form when it is submitted.

How do I submit the Articles of Dissolution?

The Articles of Dissolution must be submitted in duplicate. Both copies should be completed clearly in black ink. The form can be mailed to the Secretary of State's office or delivered in person. Make sure to include the filing fee with your submission.

What information is required on the form?

The form requires several key pieces of information, including:

  • The corporate name.
  • The address where the Secretary of State can send any legal documents.
  • The method of authorization for dissolution (e.g., majority of incorporators, board of directors, or shareholders).
  • Details regarding any shares issued or canceled.
  • Information about paid-in capital at the time of execution.

What happens if the corporation has issued shares?

If the corporation has issued shares, the dissolution process requires specific actions. The authorization for dissolution must come from the shareholders. This can be done through a unanimous written consent or by a vote at a shareholders' meeting. It is essential to follow the voting requirements outlined in the Articles of Incorporation.

Can a corporation dissolve if it has outstanding debts?

A corporation can dissolve even if it has outstanding debts, but it must settle these obligations before completing the dissolution process. This includes paying any applicable franchise taxes, penalties, and interest. Failure to do so may complicate the dissolution and could lead to legal issues.

What are the consequences of not filing the Articles of Dissolution?

Not filing the Articles of Dissolution can result in ongoing tax liabilities and legal obligations for the corporation. The state may continue to consider the corporation active, which can lead to penalties and interest on unpaid taxes. Additionally, shareholders and directors may remain personally liable for the corporation's debts if proper dissolution procedures are not followed.

Is there a deadline for filing the Articles of Dissolution?

While there is no specific deadline for filing the Articles of Dissolution, it is advisable to do so as soon as the decision to dissolve has been made and authorized. Delaying the filing can lead to complications, especially if the corporation has ongoing obligations or liabilities.

Where can I find more information about the dissolution process?

For more detailed information about the dissolution process, you can visit the Illinois Secretary of State's website. They provide resources and guidance on the necessary steps, forms, and any additional requirements that may apply. Additionally, consulting with a legal professional can help clarify any specific concerns related to your corporation's situation.

Common mistakes

Filling out the Articles of Dissolution form can be a straightforward process, but there are common mistakes that individuals often make. Understanding these pitfalls can save time and ensure a smoother dissolution process for your corporation.

One frequent error occurs when individuals fail to provide a complete corporate name. It’s essential to list the exact name as it appears in the Articles of Incorporation. Missing or incorrect names can lead to delays in processing, as the Secretary of State needs to verify the corporation’s identity. Always double-check the spelling and format before submitting the form.

Another mistake involves the authorization method for dissolution. The form requires you to indicate how the dissolution was authorized—whether by shareholders, directors, or incorporators. Marking more than one box or failing to mark any box can create confusion and may result in rejection of the form. Make sure to carefully read the instructions and select the appropriate option based on your corporation’s circumstances.

Additionally, many people overlook the importance of listing all issuances and cancellations of shares accurately. The form asks for a detailed account of shares issued or canceled, including dates and values. Incomplete or incorrect entries can lead to complications, especially if the corporation has had multiple transactions. Take the time to compile all necessary information to ensure accuracy.

Another common issue is failing to include the signature of an authorized officer. The form must be signed by someone who has the authority to act on behalf of the corporation. Without this signature, the dissolution cannot be processed. It’s crucial to ensure that the correct individual signs the document and that their title is clearly printed.

Lastly, individuals sometimes neglect to pay the required filing fee. The Articles of Dissolution form requires a payment of $5, which must accompany the submission. Omitting this payment can delay the process significantly. Always check that your payment is included and correctly made out to the Secretary of State before mailing your form.

By avoiding these common mistakes, you can facilitate a smoother dissolution process for your corporation. Take the time to review each section of the form carefully and ensure that all information is complete and accurate. This diligence will help you navigate the dissolution process with greater ease.

Documents used along the form

The process of dissolving a corporation involves several important documents beyond the Articles of Dissolution. Each document plays a crucial role in ensuring compliance and proper handling of the dissolution process. Below is a list of common forms and documents that are often required.

  • Certificate of Good Standing: This document verifies that the corporation is in compliance with state regulations and has fulfilled all necessary obligations, such as filing annual reports and paying taxes.
  • Final Tax Returns: Corporations must file final federal and state tax returns. These returns indicate that all tax liabilities have been settled before dissolution.
  • Shareholder Consent Form: If dissolution is approved by shareholders, this form documents their agreement. It is essential for maintaining transparency and legal compliance.
  • Notice of Intent to Dissolve: This notice is often required to inform creditors and other stakeholders of the corporation's intention to dissolve, allowing them to settle any outstanding claims.
  • Asset Distribution Plan: This document outlines how the corporation's assets will be distributed among shareholders and creditors, ensuring a fair and legal process.
  • Minutes of the Meeting: If a meeting was held to discuss dissolution, the minutes must be recorded. This serves as an official record of the decision-making process.
  • Affidavit of Publication: Some states require proof that the dissolution notice was published in a local newspaper. This affidavit serves as evidence of compliance with this requirement.

Completing and submitting these documents is vital to ensure a smooth dissolution process. Each form serves a specific purpose and helps protect the interests of all parties involved. Be proactive in gathering and filing these documents to avoid potential complications.

Similar forms

The Articles of Incorporation serve as a foundational document for a corporation, outlining its creation and basic structure. Similar to the Articles of Dissolution, this document requires specific information about the corporation, including its name, purpose, and the number of shares it is authorized to issue. Both documents must be filed with the Secretary of State and often require the signatures of authorized individuals. While the Articles of Incorporation establish the entity, the Articles of Dissolution formally terminate it, marking a significant shift in the corporation's status.

The Certificate of Good Standing is another document that shares similarities with the Articles of Dissolution. This certificate verifies that a corporation is legally registered and compliant with state regulations. Both documents require accurate information about the corporation's status and must be filed with the Secretary of State. While the Articles of Dissolution signal the end of a corporation's operations, the Certificate of Good Standing confirms its active status, highlighting the importance of maintaining proper documentation throughout the life cycle of a corporation.

The Bylaws of a corporation outline the internal rules governing its operations. Like the Articles of Dissolution, the Bylaws require approval from the corporation's board of directors or shareholders. Both documents serve crucial roles in corporate governance, with the Bylaws detailing how the corporation will function and the Articles of Dissolution providing a clear process for winding down operations. This connection underscores the importance of following established procedures to ensure that all corporate actions, including dissolution, are conducted lawfully and transparently.

The Shareholder Agreement is another document that shares a connection with the Articles of Dissolution. This agreement outlines the rights and responsibilities of shareholders, including provisions for the sale or transfer of shares. Both documents can influence the dissolution process, particularly if the shareholders have specific rights regarding how the corporation is to be dissolved. The Articles of Dissolution must comply with any stipulations set forth in the Shareholder Agreement, ensuring that all parties involved are treated fairly during the dissolution process.

Finally, the Statement of Intent to Dissolve is closely related to the Articles of Dissolution. This document is often filed prior to the official dissolution, indicating a corporation's intention to cease operations. Both documents require similar information and must be submitted to the Secretary of State. The Statement of Intent to Dissolve serves as a preliminary step, allowing stakeholders to prepare for the corporation's closure, while the Articles of Dissolution finalize the process, ensuring that all legal obligations are met and the corporation is officially dissolved.

Dos and Don'ts

When filling out the Articles of Dissolution form, it is essential to follow specific guidelines to ensure a smooth process. Here are five things you should do and five things you should avoid:

  • Do type or print clearly in black ink. This ensures legibility and helps prevent errors.
  • Do submit the form in duplicate. This provides a copy for your records.
  • Do ensure all required signatures are obtained. Missing signatures can delay the process.
  • Do remit the correct filing fee. Currently, the fee is $5, payable by check or money order.
  • Do provide an accurate corporate name and address. This information is crucial for processing your dissolution.
  • Don't write above the designated line on the form. This area is reserved for official use.
  • Don't leave any sections blank. Incomplete forms may be rejected.
  • Don't forget to check the appropriate box for how the dissolution was authorized. Only one box should be marked.
  • Don't submit the form without verifying that all information is correct. Errors can lead to complications.
  • Don't neglect to pay any outstanding franchise taxes or fees. This must be settled before the form can be accepted.

By following these guidelines, you can help ensure that your Articles of Dissolution are processed efficiently and without unnecessary delays.

Misconceptions

Misunderstandings surrounding the Articles of Dissolution form can lead to confusion for business owners. Here are ten common misconceptions:

  • Only shareholders can initiate dissolution. Many believe that only shareholders have the authority to dissolve a corporation. However, both incorporators and directors can also initiate dissolution under specific circumstances.
  • Filing the form is optional. Some think that submitting the Articles of Dissolution is not mandatory. In reality, filing this form is essential to officially dissolve a corporation and avoid ongoing liabilities.
  • All shareholders must agree for dissolution. While unanimous consent is one way to dissolve a corporation, it is not the only method. A majority vote can also suffice, depending on the corporation's articles.
  • There are no fees associated with filing. It is a misconception that filing the Articles of Dissolution is free. A filing fee of $5 is required, which must be submitted with the form.
  • Once filed, the dissolution is immediate. Many believe that filing the Articles of Dissolution results in instant dissolution. In fact, the process may take time as the Secretary of State processes the application.
  • All debts and obligations are automatically erased upon filing. Filing for dissolution does not eliminate a corporation's debts. The corporation remains responsible for settling any outstanding obligations.
  • Only corporations with issued shares can dissolve. This is not true. Corporations that have not issued shares can still dissolve, but the process differs depending on their structure.
  • The Articles of Dissolution can be filed without proper authorization. It is a mistake to think that the form can be filed without the necessary approvals. Proper authorization from the appropriate parties is essential before submission.
  • The form can be filled out in any ink color. Some individuals may overlook the requirement to use black ink. The form specifically states that it must be completed in black ink for clarity.
  • Once dissolved, the corporation can be easily reinstated. Many assume that they can simply reinstate a dissolved corporation. However, the process for reinstatement can be complex and may involve additional requirements.

Understanding these misconceptions can help ensure that business owners navigate the dissolution process correctly and avoid potential pitfalls.

Key takeaways

  • The Articles of Dissolution form is used to formally dissolve a corporation in Illinois.
  • It is important to file the form in duplicate to ensure that the Secretary of State has a copy for their records.
  • The filing fee for submitting the Articles of Dissolution is $5, payable by check or money order.
  • Clearly type or print the corporate name and address in black ink to avoid processing delays.
  • Authorization for dissolution can come from a majority of incorporators, directors, or shareholders, depending on the corporation's status.
  • Shareholder consent is necessary if the dissolution is not authorized by incorporators or directors, requiring at least a two-thirds majority vote.
  • All shares issued and canceled must be reported, along with their respective values, to provide a complete financial picture.