IL Secretary of State letter to a dissolved corporation

[Vityaba]

One of my clients corporation was dissolved a few years ago because of non payment of corp. annual franchise tax. My client was still doing business under the corporate name and was filing all required taxed. All of a sudden he received the attached letter in the mail a few days ago. This is not the only client with dissolved corporation that keeps doing business and filing federal and state taxes under dissolved corp name. Some of my clients have been doing that for many years and did not have any issues. No one really care about their status unless they apply for a loan or try opening a new bank account. 

I am wondering if IL SOS started a new program where they now do a cross check with the IRS or IL Dept. of Revenue to find these "active" corporations? Anyone else received the same letter?

doc 1.pdf

[ILLMAS]

Yes first time I every see this, but if a business is active in the state of IL and has not paid the annual fee, then the notice is appropriate.  I have help countless clients reinstate their IL corporation because they forgot to file.   Once an SOS agent told my client if he didn't want to reinstate his LLC, that it was okay just to create a new LLC with the same name, and he did.

 

I sent you a PM

[Vityaba]

I've reinstated numerous corporations, but some people just do not want to pay reinstatement fees and wait until someone makes them do so. I do not think the SOS will allow a new corp with the same name if the registered agent and/or the incorporator is the same as for the dissolved corp

[mircpa]

Lately IL might have started what most of other states are doing, they are enquiring with respective state's tax authorities to figure out if these corporations are still doing business. I dont know if you can retroactively file annual reports and reinstatement at this point. Probably based on answers from this interogatory they might judgment against this corporation to stop doing business.

[Bart]

One of my clients corporation was dissolved a few years ago because of non payment of corp. annual franchise tax.

 

 No one really care about their status unless they apply for a loan or try opening a new bank account. 

 

They will also care if someone brings a legal action against them.  Since the corporation is not in good standing it cannot be sued.  The shareholders will be sued personally.

[ILLMAS]

They will also care if someone brings a legal action against them.  Since the corporation is not in good standing it cannot be sued.  The shareholders will be sued personally.

 

Same happens for payroll taxes, the shareholders are on the hook.

[kcjenkins]

Several years back, I had this issue come up with a new client.  He got a letter from Arkansas, we were able to get his Corp reinstated, basically just by filing and paying the back taxes.  After that I started checking the SOS Website each Dec, making a list of any clients with franchise tax issues, so we could get that corrected.  One great thing about ATX is that they have all those forms included. It's extra income for the preparer as well as better service to the clients.   

[Vityaba]

This bus. owner recently filed an annual report for a LLC where this corp. is a new member. I think most like this has triggered that letter from the SOS.

[Catherine]

MA - while backwards in many respects - allows filing of back annual reports.