ILCS » Chapter 805 · Act 105
Illinois Compiled Statutes

805 ILCS 105/112.45 (2026)

Reinstatement following administrative dissolution

✓ current as of May 2026
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(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
    Sec. 112.45. Reinstatement following administrative dissolution.
    (a) A domestic corporation administratively dissolved under Section 112.40 of this Act 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 and penalties then due and theretofore becoming due.
    (b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 101.10 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, that any change of name is properly effected pursuant to Section 110.05 and Section 110.30 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 105.10 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, members, 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 filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 108.65 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.
(Source: P.A. 98-776, eff. 1-1-15.)

    
Notes of Decisions
Cited in 7 cases (1 in the last 5 years), 2002–2025 · leading case: People v. Koen, 2014 IL App (1st) 113082 (Ill. App. Ct. 2014).
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People v. Koen, 2014 IL App (1st) 113082 (Ill. App. Ct. 2014). · cites it 3× “" 805 ILCS 105/112.45(b) (West 2004). Section 101.”
Scott v. York Woods Cmty. Ass'n, 768 N.E.2d 847 (Ill. App. Ct. 2002). · cites it 2× “Mlsna noted that reinstatement requires filing an application within five years of the dissolution (see 805 ILCS 105/112.45 (West 1996)) and that nobody had done so here.”
People v. Koen, 2014 IL App (1st) 113082 (Ill. App. Ct. 2014). · cites it 2× “” 805 ILCS 105/112.45(d) (West 2004). According to Koen, while he and Brooks may not actually have been officers, directors, or members of UW-Harvey, their actions were still authorized under the Act because they “were ‘purporting to act’ on behalf of the defunct [UW-Harvey] by…”
New Holy Temple Missionary Baptist Church v. Disc. Inn, Inc., 862 N.E.2d 1198 (Ill. App. Ct. 2007). “” 805 ILCS 105/112.45(d) (West 2004). Even if the church had not registered under a new name, it was an unincorporated association and had the ability to bring a lawsuit in its name.”
Quad Cities Waterkeeper v. Ballegeer, 84 F. Supp. 3d 848 (C.D. Ill. 2015). “805 ILCS 105/112.45(d). The plain language of the Not for Profit Act’s saving provision provides that upon Norris’s proper application for Waterkeeper’s reinstatement, see n.”
Nat'l Spiritualist Ass'n of Churches, Inc. v. Cherry Valley Spiritualist Camp Ass'n, Inc., 2025 IL App (4th) 240797-U (Ill. App. Ct. 2025). “45(d) (805 ILCS 105/112.45(d) (West 2022)), was legally not defunct, as its “corporate existence for all purposes shall be deemed to have continued without interruption from the date of the issuance of the certificate of dissolution.”
New Holy Temple Missionary Baptist Church v. Disc. Inn, Inc. (Ill. App. Ct. 2007). “” 805 ILCS 105/112.45(d) (West 2004). Even if the church had not registered under a new name, it was an unincorporated association and had the ability to bring a lawsuit in its name.”
— 805 ILCS 105/112.45(a) — 1 case
Scott v. York Woods Cmty. Ass'n, 768 N.E.2d 847 (Ill. App. Ct. 2002). “Mlsna noted that reinstatement requires filing an application within five years of the dissolution (see 805 ILCS 105/112.45 (West 1996)) and that nobody had done so here.”
— 805 ILCS 105/112.45(b) — 1 case
People v. Koen, 2014 IL App (1st) 113082 (Ill. App. Ct. 2014). “" 805 ILCS 105/112.45(b) (West 2004). Section 101.”
— 805 ILCS 105/112.45(d) — 6 cases
People v. Koen, 2014 IL App (1st) 113082 (Ill. App. Ct. 2014). “" 805 ILCS 105/112.45(b) (West 2004). Section 101.”
People v. Koen, 2014 IL App (1st) 113082 (Ill. App. Ct. 2014). “” 805 ILCS 105/112.45(d) (West 2004). According to Koen, while he and Brooks may not actually have been officers, directors, or members of UW-Harvey, their actions were still authorized under the Act because they “were ‘purporting to act’ on behalf of the defunct [UW-Harvey] by…”
New Holy Temple Missionary Baptist Church v. Disc. Inn, Inc., 862 N.E.2d 1198 (Ill. App. Ct. 2007). “” 805 ILCS 105/112.45(d) (West 2004). Even if the church had not registered under a new name, it was an unincorporated association and had the ability to bring a lawsuit in its name.”
Quad Cities Waterkeeper v. Ballegeer, 84 F. Supp. 3d 848 (C.D. Ill. 2015). “805 ILCS 105/112.45(d). The plain language of the Not for Profit Act’s saving provision provides that upon Norris’s proper application for Waterkeeper’s reinstatement, see n.”
Nat'l Spiritualist Ass'n of Churches, Inc. v. Cherry Valley Spiritualist Camp Ass'n, Inc., 2025 IL App (4th) 240797-U (Ill. App. Ct. 2025). “45(d) (805 ILCS 105/112.45(d) (West 2022)), was legally not defunct, as its “corporate existence for all purposes shall be deemed to have continued without interruption from the date of the issuance of the certificate of dissolution.”
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