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Can I re-register a dissolved Illinois S Corporation as though it were a brand-new corporation?

Chicago, IL |

Several years ago I founded an S Corporation and registered it in Illinois; I was working as an independent contractor at the time and this was the best setup. About 10 months after foundation I transitioned into an employee role, the original corporate agent resigned, and the corporation was dissolved by the Illinois Secretary of State. I would like to "un-dissolve" it. I wrote to the Illinois Secretary of State and learned that in order to do this I would need to pay all back fees and submit back forms (I paid no fees and filed no paperwork after the agent resigned). In lieu of doing this, is it acceptable for me to re-register it with the same name (it has not been taken since dissolution) as though it were a brand-new corporation?

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Attorney answers 3

Best Answer

Generally speaking, the statutes appear to allow this provided it has been more than 3 years since the dissolution - see section 12.43 of the Business Corporation Act. I generally recommend using a new name so as to avoid confusion and potential liabilities - you may question how easy it will be to explain to the IRS that you need a new EIN for a company with the same name etc. Also, you should consider whether another entity such as an LLC makes more sense than an s-corp for your situation. This is all just general discussion and should not be considered legal advice for your specific situation for which it is recommended you retain an attorney.



Mr. May: Thank you for this very helpful answer, particularly your reference to 805 ILCS 5/12.43 as well as your having drawn my attention to the potential pitfall of submitting to the IRS a new EIN request for a new company with the same name.


I don't believe that the Illinois Secretary of State would even permit the registration of a company by the same exact name. It appears that you have two options: 1) pay all of the back fees, etc., as suggested by the Secretary of State's office, if you wish to use that same exact name; or 2) start a new company and pick any other name that isn't already being used or otherwise protected.


Best to just create a brand new entity with a new name to avoid any mistake or potential creditors hunting your new entity down if it had the same name as the old (but dissolved) entity. I had a client get sued on such a circumstance and even thou they had no liability whatsoever their issuance company decided it was cheaper to throw some dollars towards settlement than to fight in court to prove the former entity was nit them common sense for sure.

My answer is not intended to be giving legal advice and this topic can be a complex area where the advice of a licensed attorney in your State should be obtained. Please click "helpful" or "best answer" if my answer added any value or add a "comment" if you have more info for me to help you get a better answer.