Legal Question in Business Law in Illinois

Corporation law

If a corporation has been dissolved, who is eligible to receive a refund due to the corporation?

Asked on 2/24/09, 5:40 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Corporation law

I can't give you an answer based on Illinois law, which may or may not be similar to California law.

In California, a "dissolved" corporation continues to exist, after and notwithstanding formal dissolution, for the limited purpose of liquidating its assets, paying its bills, and doing other things necessary to wind up its affairs and go out of business in an orderly and lawful way. The refund is still due to the corporation, and the party from which the refund is due remains liable to make the refund.

When the corporation or its legal successor cannot be located any more, very likely the refund escheats to the state, just like other unclaimed assets that you probably hear about. In other words, if you can't find the corporation or its representative or successor, you turn over the money representing the refund to the state as unclaimed property.

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Answered on 2/24/09, 6:01 pm
Motty Stone Law Offices of Motty Stone

Re: Corporation law

The previous poster's comments are basically correct for Illinois as well. There should be someone responsible for "winding up" corporate affairs and an agreement regarding the same. That person is empowered to take the payment and distribute it according to the agreement about "winding up."

If there was no agreement, no bankruptcy, and no special arrangement made with any creditors, the payment will usually be distributed in the same way as if the corporation still existed.

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Answered on 2/25/09, 1:11 pm

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