Illinois Compiled Statutes
805 ILCS 5/12.30 (2026)
Effect of dissolution
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(805 ILCS 5/12.30)
(from Ch. 32, par. 12.30)
Sec. 12.30.
Effect of dissolution.
(a) 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:
(1) Collecting its assets;
(2) Disposing of its assets that will not be distributed in kind to its shareholders;
(3) Giving notice in accordance with Section 12.75 and discharging or
making provision for discharging its liabilities;
(4) Distributing its remaining assets among its shareholders according
to their interests; and
(5) Doing such other acts as are necessary to wind up and liquidate its
business and affairs.
(b) After dissolution, a corporation may transfer good and merchantable
title to its assets as authorized by its board of directors or in accordance
with its by-laws.
(c) Dissolution of a corporation does not:
(1) Transfer title to the corporation's assets;
(2) Prevent transfer of its shares or securities, provided, however, the
authorization to dissolve may provide for closing the corporation's share
transfer books;
(3) Effect any change in the by-laws of the corporation or otherwise affect
the regulation of the affairs of the corporation except that all action shall
be directed to winding up the business and affairs of the corporation;
(4) Prevent suit by or against the corporation in its corporate name;
(5) Abate or suspend a criminal, civil or any other proceeding
pending by or against the corporation
on the effective date of dissolution.
(Source: P.A. 85-1344.)
Notes of Decisions
Cited in 25
cases (2 in the last 5 years), 1996–2023 · leading case: Hamilton v. Conley, 827 N.E.2d 949 (Ill. App. Ct. 2d Dist. 2005).
Hamilton v. Conley, 827 N.E.2d 949 (Ill. App. Ct. 2d Dist. 2005). “30 of the Act (805 ILCS 5/12.30 (West 2002)) requires this conclusion.”
Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc., 752 N.E.2d 33 (Ill. App. Ct. 1st Dist. 2001). “” 805 ILCS 5/12.30(c)(5) (West 1998). The second exception is a “corporate survival” provision, which extends the exception concerning actions that are pending at the time of dissolution to any causes of action that have accrued at that time.”
McGinley Partners, LLC v. Royalty Props., LLC, 2018 IL App (1st) 171317, 117 N.E.3d 1207. “" 805 ILCS 5/12.30(a) (West 2014). After dissolution, the Act allows a corporation to "transfer good and merchantable title to its assets.”
Mid-Am. Elevator Co. v. Norcon, Inc., 679 N.E.2d 387 (Ill. App. Ct. 1st Dist. 1997). “However, to the extent the Kaulases retained or disposed of Norcon assets after dissolution, they are responsible for a full accounting.”
Westmeyer v. Flynn, 889 N.E.2d 671 (Ill. App. Ct. 1st Dist. 2008). “This court further noted that, unlike the Illinois Business Corporation Act (805 ILCS 5/12.30 ( West 2004 )), the Act did not contain a provision whereby the unauthorized exercise of corporate powers rendered the person liable for debts and liabilities incurred as a result.”
Pielet v. Pielet, 942 N.E.2d 606 (Ill. App. Ct. 2d Dist. 2010). “” 805 ILCS 5/12.30 (West 2008). The corporation’s activities during this “winding up” period are limited to those necessary to close the business, satisfy any creditors, and devolve its remaining assets to its shareholders.”
Puleo v. Topel, 856 N.E.2d 1152 (Ill. App. Ct. 1st Dist. 2006). “As plaintiffs contend, similar to the Business Corporation Act (see 805 ILCS 5/12.30 (West 2004)), the Act explicitly provides that an LLC continues after dissolution only for the purpose of winding up its business (805 ILCS 180/35 — 3 (West 2004)).”
Richard Sharif v. Int'l Dev. Grp. Co., 399 F.3d 857 (7th Cir. 2005). “” The complaint also says: “Plaintiff brings this action in his own name for any causes of action [Consultants ] may have had stemming from the facts and matters alleged in this Complaint because [Consultants] has been dissolved and under the law of the State of Illinois,…”
Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2d Dist. 2009). “30 of the Act (805 ILCS 5/12.30 (West 2002)), which deals with the priority of creditors’ rights upon the dissolution of a corporation.”
McGinley Partners, LLC v. Royalty Props., LLC, 2018 IL App (1st) 171317. “” 805 ILCS 5/12.30(a) (West 2014). After dissolution, -8- the Act allows a corporation to “transfer good and merchantable title to its assets.”
Butera v. Attorneys' Title Guar. Fund, Inc., 747 N.E.2d 949 (Ill. App. Ct. 1st Dist. 2001). “The Buteras do not cite any case or statute to support their claim that the trustee distributed the property to the corporation as a distribution by operation of any law.”
In re Xpedior Inc., 354 B.R. 210 (Bankr. N.D. Ill. 2006). “Using the Illinois Business Corporation Act as an example, under 805 ILCS 5/12.30, the following applies to dissolved corporation: § 12.”
805 ILCS 5/12.30(a): 4 cases
McGinley Partners, LLC v. Royalty Props., LLC, 2018 IL App (1st) 171317, 117 N.E.3d 1207. “" 805 ILCS 5/12.30(a) (West 2014). After dissolution, the Act allows a corporation to "transfer good and merchantable title to its assets.”
McGinley Partners, LLC v. Royalty Props., LLC, 2018 IL App (1st) 171317. “” 805 ILCS 5/12.30(a) (West 2014). After dissolution, -8- the Act allows a corporation to “transfer good and merchantable title to its assets.”
Gulf Ins. Grp. v. Narumanchi (In re Narumanchi), 221 B.R. 311 (Bankr. D. Conn. 1998).
Expedited, Inc. v. Korunovski, 2021 IL App (1st) 192323-U.
805 ILCS 5/12.30(a)(4): 2 cases
Hamilton v. Conley, 827 N.E.2d 949 (Ill. App. Ct. 2d Dist. 2005). “30 of the Act (805 ILCS 5/12.30 (West 2002)) requires this conclusion.”
Hamilton v. Conley, No. 2-04-0455 Rel (Ill. App. Ct. 2d Dist. Apr. 6, 2005).
805 ILCS 5/12.30(b): 2 cases
McGinley Partners, LLC v. Royalty Props., LLC, 2018 IL App (1st) 171317, 117 N.E.3d 1207. “" 805 ILCS 5/12.30(a) (West 2014). After dissolution, the Act allows a corporation to "transfer good and merchantable title to its assets.”
McGinley Partners, LLC v. Royalty Props., LLC, 2018 IL App (1st) 171317. “” 805 ILCS 5/12.30(a) (West 2014). After dissolution, -8- the Act allows a corporation to “transfer good and merchantable title to its assets.”
805 ILCS 5/12.30(c): 1 case
Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc., No. 1-00-1526 Rel (Ill. App. Ct. 1st Dist. May 28, 2001).
805 ILCS 5/12.30(c)(1): 2 cases
Mid-Am. Elevator Co. v. Norcon, Inc., 679 N.E.2d 387 (Ill. App. Ct. 1st Dist. 1997). “However, to the extent the Kaulases retained or disposed of Norcon assets after dissolution, they are responsible for a full accounting.”
Mid-Am. Elevator Co. v. Norcon, Inc., No. 1-95-4299 (Ill. App. Ct. 1st Dist. Nov. 27, 1996).
805 ILCS 5/12.30(c)(4): 1 case
Young Am.'s Found. v. Doris A. Pistole Revocable Living Trust, 2013 IL App (2d) 121122.
805 ILCS 5/12.30(c)(5): 4 cases
Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc., 752 N.E.2d 33 (Ill. App. Ct. 1st Dist. 2001). “” 805 ILCS 5/12.30(c)(5) (West 1998). The second exception is a “corporate survival” provision, which extends the exception concerning actions that are pending at the time of dissolution to any causes of action that have accrued at that time.”
Mid-Am. Elevator Co. v. Norcon, Inc., 679 N.E.2d 387 (Ill. App. Ct. 1st Dist. 1997). “However, to the extent the Kaulases retained or disposed of Norcon assets after dissolution, they are responsible for a full accounting.”
Gomberg Sharfman P.C. v. Kuznar, 2023 IL App (1st) 221165-U.
Mid-Am. Elevator Co. v. Norcon, Inc., No. 1-95-4299 (Ill. App. Ct. 1st Dist. Nov. 27, 1996).
805 ILCS 5/12.30(c)(l): 1 case
Gulf Ins. Grp. v. Narumanchi (In re Narumanchi), 221 B.R. 311 (Bankr. D. Conn. 1998).
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