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Illinois Compiled Statutes

805 ILCS 5/12.45 (2026)

Reinstatement following administrative dissolution

✓ current as of May 2026
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(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
    Sec. 12.45. Reinstatement following administrative dissolution.
    (a) A domestic corporation administratively dissolved under Section 12.40 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, franchise taxes, and penalties then due and theretofore becoming due.
    (b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 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, and any change of name is properly effected pursuant to Section 10.05 and Section 10.30 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 5.10 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, directors, 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 the filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 8.65 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 14 cases (1 in the last 5 years), 1994–2022 · leading case: Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc., 752 N.E.2d 33 (Ill. App. Ct. 2001).
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Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc., 752 N.E.2d 33 (Ill. App. Ct. 2001). · cites it 3× “805 ILCS 5/12.45 (West 1998). The primary question to be addressed in this appeal is whether reinstatement of an administratively dissolved corporation will serve to retroactively validate a judgment that: (1) arose out of a cause of action that accrued during the period of…”
Gonnella Baking Co. v. Clara's Pasta Di Casa, Ltd., 786 N.E.2d 1058 (Ill. App. Ct. 2003). · cites it 3× “805 ILCS 5/12.45 (West 2000). Accordingly, the corporation is deemed to have continued without interruption, and Melchiorre could not be held personally liable for the corporation’s debts.”
Rexford Rand Corp. v. Gregory Ancel, 58 F.3d 1215 (7th Cir. 1995). “See 805 ILCS 5/12.45(b)(2). Rexford Rand brought suit claiming that Gregory breached his fiduciary duty as a shareholder in a close corporation by depriving the corporation of the use of its name.”
Virendra S. Bisla, M.D., Ltd. v. Parvaiz, 884 N.E.2d 790 (Ill. App. Ct. 2008). · cites it 2× “805 ILCS 5/12.45(d) (West 2002) (Act). Dr.”
Cardem, Inc. v. Marketron Int'l, Ltd., 749 N.E.2d 477 (Ill. App. Ct. 2001). · cites it 2× “45(d) of the Business Corporation Act of 1983 (Act) (805 ILCS 5/12.45(d) (West 1998)). Koyzis correctly asserts that section 12.”
ITT Com. Fin. Corp. v. Unlimited Auto., Inc., 166 B.R. 637 (N.D. Ill. 1994). ““Upon the issuance of the certificate of reinstatement, the corporate existence 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…”
Affiliated Capital Corp. v. Buck, 886 F. Supp. 647 (N.D. Ill. 1995). “First, there is no evidence in the record that MSHI has been reinstated. Second, Mr. Buck could not avoid individual liability even if MSHI were reinstated.”
CF SBC Pledgor 1 2012-1 Trust v. Clark/Sch., LLC, 2016 IL App (4th) 150568 (Ill. App. Ct. 2016). “45 of the Business Corporation Act of 1983 (805 ILCS 5/12.45(d) (West 2012)) contains a similar relation-back provision.”
CF SBC Pledgor 1 2012-1 Trust v. Clark/Sch., LLC, 2016 IL App (4th) 150568 (Ill. App. Ct. 2017). “45 of the Business Corporation Act of 1983 (805 ILCS 5/12.45(d) (West 2012)) contains a similar relation-back provision.”
Int'l Bhd. of Elec. Workers Local No. 150 Pension Fund v. Great Lakes Elec. Contractors Inc., an Illinois Corp. (N.D. Ill. 2022). · cites it 3× “805 ILCS 5/12.45(d). Another provision frees shareholders, directors, and officers from personal liability “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…”
Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc. (Ill. App. Ct. 2001). · cites it 3× “805 ILCS 5/12.45 (West 1998). The primary question to be addressed in this appeal is whether reinstatement of an administratively dissolved corporation will serve to retroactively validate a judgment that: (1) arose out of a cause of action that accrued during the period of…”
Gonnella Baking Co. v. Clara's Pasta Di Casa, Ltd. (Ill. App. Ct. 2003). · cites it 3× “805 ILCS 5/12.45 (West 2000). Accordingly, the corporation is deemed to have continued without interruption, and Melchiorre could not be held personally liable for the corporation's debts.”
Show all 14 citing cases →
— 805 ILCS 5/12.45(b)(2) — 1 case
Rexford Rand Corp. v. Gregory Ancel, 58 F.3d 1215 (7th Cir. 1995). “See 805 ILCS 5/12.45(b)(2). Rexford Rand brought suit claiming that Gregory breached his fiduciary duty as a shareholder in a close corporation by depriving the corporation of the use of its name.”
— 805 ILCS 5/12.45(d) — 13 cases
Henderson-Smith & Assocs., Inc. v. Nahamani Fam. Serv. Ctr., Inc., 752 N.E.2d 33 (Ill. App. Ct. 2001). “805 ILCS 5/12.45 (West 1998). The primary question to be addressed in this appeal is whether reinstatement of an administratively dissolved corporation will serve to retroactively validate a judgment that: (1) arose out of a cause of action that accrued during the period of…”
Gonnella Baking Co. v. Clara's Pasta Di Casa, Ltd., 786 N.E.2d 1058 (Ill. App. Ct. 2003). “805 ILCS 5/12.45 (West 2000). Accordingly, the corporation is deemed to have continued without interruption, and Melchiorre could not be held personally liable for the corporation’s debts.”
Virendra S. Bisla, M.D., Ltd. v. Parvaiz, 884 N.E.2d 790 (Ill. App. Ct. 2008). “805 ILCS 5/12.45(d) (West 2002) (Act). Dr.”
Cardem, Inc. v. Marketron Int'l, Ltd., 749 N.E.2d 477 (Ill. App. Ct. 2001). “45(d) of the Business Corporation Act of 1983 (Act) (805 ILCS 5/12.45(d) (West 1998)). Koyzis correctly asserts that section 12.”
ITT Com. Fin. Corp. v. Unlimited Auto., Inc., 166 B.R. 637 (N.D. Ill. 1994). ““Upon the issuance of the certificate of reinstatement, the corporate existence 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…”
— 805 ILCS 5/12.45(e) — 1 case
Int'l Bhd. of Elec. Workers Local No. 150 Pension Fund v. Great Lakes Elec. Contractors Inc., an Illinois Corp. (N.D. Ill. 2022). “805 ILCS 5/12.45(d). Another provision frees shareholders, directors, and officers from personal liability “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…”
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