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The record also shows, however, that on December 1, 1975,
more than 2 years before Lumatron purportedly contracted to
acquire Mr. Comey’s portfolio, the State of Illinois had
administratively dissolved Lumatron for failure to file annual
reports and pay franchise taxes.
Illinois law provides that an administratively dissolved
corporation ceases to exist as of the date of dissolution. The
dissolved corporation is not permitted to carry on any business,
except as necessary to wind up and liquidate its affairs. See
805 Ill. Comp. Stat. Ann. 5/12-40(c) (West 2000); Regal Package
Liquor, Inc. v. J.R.D., Inc., 466 N.E.2d 409, 411 (Ill. App. Ct.
1984).
An administratively dissolved Illinois corporation may be
reinstated if certain statutory requirements are met. Moreover,
under the “relation back” doctrine of Illinois law, once the
corporation has been reinstated its corporate existence is deemed
to have continued without interruption; all acts of its officers,
directors, and shareholders that would have been valid but for
the dissolution are ratified and confirmed. See 805 Ill. Comp.
Stat. Ann. 5/12-45 (West 2000); Regal Package Liquor, Inc. v.
J.R.D., Inc., supra.
Mr. Comey is now aware that Lumatron had been
administratively dissolved in 1975 and was still dissolved when
it purportedly agreed to acquire his portfolio in 1978. However,
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