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BCA 12.45 Application for Reinstatement

BCA 12.45 Application for Reinstatement is required when a company has not complied with state statutes and the State revoked or administratively dissolved the entity.

This topic will address the following questions:

  • Why did my company get administratively dissolved?
  • What is required to get my company reinstated and back into good Standing with the State?
  • Will my company name be available after administrative dissolution?
  • What happens if my company name is taken by someone else during my administrative dissolution?


The State will administratively dissolve a corporation for any one of the following instances:

1) if it fails to file its annual report;

2) if it has failed to pay any fees, franchise taxes or other charges prescribed by the BCA;

3) it has misrepresented any material matter in any application, report affidavit or other document filed by the Corporation;

4) it has failed to appoint and maintain a registered agent in the State of Illinois;

5) if the tendered payment to the State is returned due to insufficient funds; and

6) the failure of an officer or director to answer any interrogatories presented by the State, or if said answer to the State discloses, or the fact is ascertained, that the portion of the sum of the paid-in capital represented in this State is greater than the amount on which such corporation has paid fees and franchise taxes, and the deficiency is not paid.

Reinstatement involves filing the BCA 12.45 and payment of any and all fees, franchise taxes and penalties due and becoming due, and any supporting documents as listed below.

BCA 12.45 Application for Reinstatement Instructions:

The numbered items in the article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.

1. The name of the Corporation at the time of its dissolution.

2. If the name is not available any longer for use in Illinois, the corporation will need to change the name by which it will be known. For domestic corporations, Articles of Amendment to change its name must be filed (form BCA 10.30). For foreign corporations, if the name has been changed, an Application for Amended Authority (Form BCA 13.40), together with a certified copy of the amendment filed in its domestic State must accompany the BCA 10.30, the BCA 12.45 and any other form required by the Corporation’s circumstances.

3. List the date of issuance of the Certificate of Dissolution delivered by the State of Illinois.

4. List the physical address of the Corporation’s registered office and the name of its registered agent. (Registered Office is not the principal place of business, it is the Registered Agent’s location where the State delivers your corporate documents.) If you were administratively dissolved for failure to maintain a registered agent, you will need to file the Statement of Change of Registered Agent and/or Office form BCA 5.10).

5. This affidavit states that you will be supplying all of the supporting documents and forms required to re-establish a good standing in Illinois.

6. Signature and title of the officer that is signing these documents along with their title and the current date.

If the corporation’s revoked or administrative dissolution has occurred within the past 6 years can be filed electronically. A corporation may NOT make a change to the name, duration or purpose on the reinstatement. To reinstate online, follow this link: Corporation Reinstatement Following Administrative Dissolution or Revocation (ilsos.gov)