BCA 12.20: Illinois Articles of Dissolution under the Business Corporation Act

Enter the Corporate Name. Enter the Post Office Address to which the Secretary of State may mail a copy of any process served upon it against the corporation.

Enter the Month, Day and Year on which the dissolution of the Corporation was duly authorized. Mark an X in one box only.

Mark an X in the box for dissolution authorized by a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 12.05, the Corporation having issued no shares as of the authorization of the dissolution.

Mark an X in the box for dissolution authorized by a written consent signed by all shareholders entitled to vote on dissolution, in accordance with Section 12.10, board of director action not being required.

Mark an X in the box for dissolution authorized by the shareholders, in accordance with Section 12.15, a resolution having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the dissolution.

Mark an X in the box for dissolution authorized by the shareholders, in accordance with Sections 12.15 and 7.10, a resolution having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10.

Incorporators are authorized to dissolve a corporation only before any shares have been issued and before any directors have been named or elected. The signatures of a majority of the incorporators must appear on these Articles of Dissolution.

Directors are authorized to dissolve a corporation only before any shares have been issued. In the event there are no officers, the signature of a majority of the directors or such directors as may be designated by the board must appear on these Articles of Dissolution.

All dissolutions not authorized by the incorporators or the directors must be authorized by the shareholders.

Shareholders may authorize dissolution by their unanimous written consent. This does not require any action of the board of directors and does not require a shareholders meeting.

Shareholder authorization may also be by vote at a shareholders meeting or by less than unanimous consent, in writing, without a meeting. To be effective, the dissolution must receive the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares entitled to vote on dissolution and, if class voting applies, then also at least two-thirds of the votes within each class. If the Articles of Incorporation so provide, the two-thirds vote requirement may be superseded by any smaller or larger vote requirement, not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies.

When shareholder authorization is by less than unanimous written consent, all shareholders must be given notice of the proposed dissolution action at least five days before the consent is signed. Shareholders who have not signed the consent must be given prompt notice that dissolution was duly authorized.

List all issuances of shares not previously reported to the Secretary of State (including shares issued for cash or other property, share dividends, share splits, share exchanges pursuant to Section 11.10, and shares to effect an exchange or reclassification of issued shares), and give the value of the entire consideration received therefor, less expenses; list any amounts added or transferred to paid-in capital, without the issuance of shares.

Enter the Date of Issuance or Contribution, Class, Par Value, Number of Shares Issued and Entire Consideration Received, and the TOTAL. Complete both sides of the document.

In the event of an increase in paid-in capital, all applicable franchise taxes, penalties and interest must be paid before this document can be accepted for filing.

List all cancellations of shares not previously reported to the Secretary of State and give the cost. Enter the Date of Cancellation, Class, Number of Shares Cancelled and Cost, and the TOTAL.

Enter the issued shares at date of execution: the Class, Series, Par Value and Number of Shares.

Enter the Paid-in Capital at date of execution. Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.

The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Enter the Dated Month, Day and Year, the Exact Name of Corporation and the Name and Title (type or print), with Any Authorized Officer's Signature.

If dissolution is authorized by the incorporators or by the board of directors, a majority of them must sign and type or print name and title. The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Enter the Dated Month, Day and Year and the Exact Name of Corporation.

The form lists the Secretary of State, Department of Business Services, 501 S. Second St., Rm. 350, Springfield, IL 62756.

Remit payment in the form of a check or money order payable to Secretary of State. The Filing Fee is $5 (checked October 19, 2026).