Learn how to complete the Illinois nonprofit Articles of Dissolution using Form NFP 112.20, including approval methods, filing rules, signatures, and post-filing steps.
Guide to Illinois Nonprofit Corporate Dissolution
Dissolving an Illinois nonprofit corporation requires a clear understanding of the legal steps outlined in the Illinois General Not For Profit Corporation Act. Form NFP 112.20 the official Articles of Dissolution records the method of approval, identifies the corporation, and confirms that all statutory requirements have been met.
Illinois Nonprofit Corporate Dissolution
An Illinois nonprofit corporate dissolution is the formal legal process of ending a nonprofit corporation’s existence under the Illinois General Not For Profit Corporation Act.
Dissolution requires proper authorization, accurate documentation, and submission of the official Articles of Dissolution to the Illinois Secretary of State. Completing this process ensures the nonprofit is removed from state records and is no longer responsible for ongoing reporting or compliance obligations.
What Is Form NFP 112.20?
Form NFP 112.20, also known as the Articles of Dissolution for a General Not-For-Profit Corporation, is the required filing used to dissolve an Illinois nonprofit. The form records how dissolution was approved, identifies the corporation, and provides the necessary statements confirming compliance with state law.
This document must be completed clearly, signed by authorized individuals, prepared in duplicate, and submitted with the required fee to the Secretary of State’s Springfield office.
Requirements Before Filing Articles of Dissolution
- Confirm authorization method
Before filing the Illinois Articles of Dissolution using Form NFP 112.20, the nonprofit must verify that dissolution was approved through the proper method director vote, member vote, or written consent.
What Is Form NFP 112.20?
Ensuring the authorization aligns with the Illinois General Not For Profit Corporation Act helps prevent rejection and maintains compliance with governance rules.
- Review bylaws and Articles for voting rules
The corporation should review its governing documents to identify required voting thresholds, notice periods, and class-voting rules. This ensures the dissolution process reflects the procedures the nonprofit adopted at formation.
- Check corporate records for accuracy
All names, addresses, and officer details must be current before filing. Updating records beforehand allows the state to validate the information efficiently.
Methods for Authorizing Dissolution
1. Dissolution by Majority Vote of Directors
A nonprofit may dissolve if a majority of directors vote in favor of dissolution at a properly called meeting. This method applies when the corporation has no voting members or when the bylaws assign full authority to the board.
2. Dissolution by Unanimous Written Consent of Directors
If all directors agree, dissolution may be approved through unanimous written consent without holding a meeting. This is valid only when the corporation does not require member approval under its governing documents.
3. Dissolution by Unanimous Written Consent of Members
If the nonprofit has voting members, all members may authorize dissolution through unanimous written consent. This option avoids a formal meeting and satisfies the state’s approval requirements when every member agrees.
4. Dissolution by Member Vote at a Meeting
Dissolution may also be approved during a properly noticed member meeting. Illinois law typically requires at least a two-thirds affirmative vote unless the bylaws specify a different rule. Class voting may apply if the corporation has multiple membership groups.
5. Dissolution by Written Member Consent With Notice
Members may approve dissolution by written consent without a meeting, provided the written consent meets the required voting threshold and the corporation issues proper notice to all members. This method is often used when unanimity is not required but written approval is preferable.
Information Required on Illinois Form NFP 112.20
1. Corporate Name (exact match to state records)
The nonprofit must list its legal name exactly as it appears on file with the Illinois Secretary of State. Any variation may cause delays or rejection, as the state relies on precise name matching to confirm the corporation’s identity.
2. Mailing Address for Service of Process
A complete mailing address must be provided for the receipt of official notices. This address becomes part of the public record and must be correct and reliable so the state can communicate any follow-up questions or confirmations.
3. Date of Dissolution Authorization
The form must state the exact date the board, members, or both approved dissolution. This date confirms that the corporation followed proper authorization procedures, establishing a clear timeline of the decision-making process.
Methods for Authorizing Dissolution
4. Method of Approval (checkbox selection)
The filer must select the method used to approve dissolution. This ensures the state can verify compliance with Sections 112.05, 112.10, and 112.15 of the Illinois nonprofit statute, and it aligns the filing with the corporation’s internal governance rules.
5. Signatures and Officer Details
An authorized officer must sign the form under penalty of perjury, and the printed name and title must be included. If the nonprofit has no officers, directors must sign instead, and the state may request additional signatures depending on the approval method used.
Submit filing with required fee
Illinois requires Form NFP 112.20 to be filed in duplicate and accompanied by the appropriate statutory fee. Including complete copies and the correct payment amount ensures the Secretary of State can process the dissolution without delays. The filing will not move forward until the state receives both matching copies and the full fee.
Signature and Execution Requirements
- Authorized officer or directors must sign
The form must be signed by an authorized officer, or if no officers exist, by one or more directors. The signature must include the printed name and title, confirming responsibility for the information provided.
- Sign under penalty of perjury
The signer attests that the information is accurate to the best of their knowledge. This declaration is required under Illinois law and reinforces the legal validity of the dissolution filing.
- Add required signatures based on approval method
Some dissolution methods require additional director or member signatures. Including all required signatures prevents rejection and confirms full authorization.
Post-Filing Responsibilities
- Finalize remaining administrative and financial tasks
After the Illinois nonprofit dissolution is filed, the organization must complete remaining tasks such as resolving obligations, notifying creditors, closing accounts, and maintaining final records. These steps help ensure the nonprofit winds down properly and avoids future disputes.
- Retain state-stamped copies
The nonprofit should keep the approved Articles of Dissolution and related records for future reference. These documents may be needed for audits, tax inquiries, or legal verification.
Common Mistakes to Avoid
- Using a name that does not match state records
Submitting a name that differs from the state’s official listing, even slightly, can result in rejection. Using the exact name on file ensures the Illinois Secretary of State can identify the correct nonprofit without delay.
- Selecting the wrong dissolution authorization method
Checking an incorrect box on Form NFP 112.20 leads to compliance issues, especially when member approval is required. Choosing the correct method helps the state verify that the nonprofit followed the proper statutory procedure.
- Missing or incomplete signatures
Unsigned forms, incorrect titles, or missing additional director signatures are among the most frequent errors. Every signature must be clear and properly labeled to satisfy the state’s verification requirements.
Common Mistakes to Avoid
- Providing an incomplete mailing address
A missing street number, ZIP code, or city may prevent the state from sending required notices. A complete and accurate address ensures the nonprofit receives all correspondence related to the dissolution.
- Submitting outdated versions of the form
The state updates its nonprofit dissolution forms periodically; using an older version may omit legally required statements. Always downloading the current form ensures compliance with the latest filing standards.
Conclusion
Completing the Illinois nonprofit Articles of Dissolution is an important final responsibility for any organization winding down its operations. Ensuring that Form NFP 112.20 is completed accurately, signed correctly, and supported by the proper authorization method helps prevent delays and allows the state to finalize the dissolution without complications.
For organizations seeking dependable support, FastFile offers a smooth and organized approach to dissolution filings. Their team prepares all required documents, verifies state requirements, and confirms that every detail including authorizations, signatures, and mailing information meets Illinois standards before submission.
FastFile handles the full workflow from gathering information to delivering state-ready documents, allowing nonprofit leaders to focus on closing operations rather than navigating complex forms.With processing typically completed in about twenty-four hours, a simple intake process that requires only ten key questions, and flat fees starting at forty dollars, FastFile provides a reliable and efficient solution for nonprofits ready to complete their dissolution correctly.