- Action of Director(s) to Dissolve and Liquidate.
- Action of Shareholder(s) to consent to Dissolution and Liquidation.
- Plan of Dissolution, Winding Up and Liquidation approved by Director(s) and Consent to by Shareholders.
- File Articles of Dissolution with Secretary of State.
- Pay all just debts.
- Pay taxes.
- Pay salaries.
- Fund Qualified Plans.a
- Satisfy any and all liabilities and obligations.
- May need shareholder(s) to assume corporate debts and liabilities.
- Obtain and file UCC Termination Statements.
- Provide Notice to known Creditors to file claims (Section 12.75 of the Illinois Business Corporation Act).
- Notify your Landlord. Recover unused security deposit.
- Marshall assets, including accounts receivable, other financial assets and hard assets:
o Distribute undivided interest in assets to all shareholders as tenants in common; and/or
o Distribute specific assets to certain shareholders if there is approval; and/or
o Sell assets and distribute net proceeds of sale and liquid assets to shareholders. - Retain sufficient assets to pay Section 12.75 claims and costs of dissolution and liquidation.
- Notify insurance companies and terminate policies – consult with insurance agents to determine need for continuation insurance coverage.
- Collect unearned insurance premiums.
- Obtain insurance tail.
- File final income tax returns with Federal and State authorities.
- Consult your tax accountant for other tax filings e.g. personal property taxes, sales, use and intangible taxes, unemployment compensation and disability insurance taxes, income taxes and withholding taxes.
- Notify Secretary of State of Discontinuance of use of Trade Name or Assumed Name.
- Notify US Patent and Trademark Office of discontinuance of patents and trademark or sell or transfer same.
- Arrange for retention of financial and other corporate records for not less than seven (7) years. If special circumstances apply, you may need to retain corporate records for a longer period of time. Consideration should be given to statutes of limitation and statutes of repose.
- Arrange for retention of insurance policies forever.
Resources
Business Financing
Financing a Business One of the most important questions that face all businesses is how to secure financing to begin, continue, or expand operations. In evaluating financing options, a business must consider a variety of factors, including: what types of
December 8, 2025
