How to Fill Out and File the Illinois Reinstatement Form (BCA 12.45)

Illinois corporations that have been administratively dissolved or revoked file Form BCA 12.45, the Application for Reinstatement for Domestic and Foreign Corporations, with the Secretary of State. The form itself is short, but it has to arrive in duplicate, signed in black ink by an authorized officer, with every delinquent annual report, all back franchise taxes, the applicable penalties, and a $200 filing fee paid by certified funds.¹ Missing any one of those pieces sends the whole package back.

What the Form Asks For

BCA 12.45 collects five pieces of information. Type or print clearly in black ink, and submit two copies.¹

Corporate name. Enter the exact legal name the corporation had on the date the certificate of dissolution was issued. If that name is no longer available, you have to pick a new one and file a name-change amendment under Section 10.05 of the Business Corporation Act at the same time.
State of incorporation. Illinois for domestic corporations, or the home state for foreign corporations.
Date of dissolution or revocation. The specific date the Secretary of State issued the certificate. Look it up on the Secretary of State’s online business entity search.
Registered agent and registered office. The name of the agent who will accept service after reinstatement, and a physical Illinois street address, not a P.O. box. If either has changed since dissolution, file Form BCA 5.10 along with the reinstatement.
Officer signature. A duly authorized officer signs under penalties of perjury that the information is true and correct. Black ink only.

Confirm Your Name Is Still Available

Once a corporation is administratively dissolved, its name can be claimed by another filer. If that has happened, the Secretary of State will not approve the reinstatement under your old name, and you will need to choose a new one and amend at the same time.² Check first, either through the Secretary of State’s online business database or by calling the Corporate Name Availability line at 217-782-9521. This is a two-minute step that prevents a rejected filing.

Delinquent Annual Reports Must Ride Along

Every annual report the corporation missed while dissolved has to be filed with the reinstatement application. Each year requires a completed Form BCA 14.05, signed by an authorized officer, with the filing fee for that year.³ The Secretary of State caps the catch-up at six years, so a corporation that has been dissolved longer than that still only owes six years’ worth of reports.⁴ Unsigned reports or a missing year’s fee will bounce the entire package.

What You Owe

The total check is built from several components, and getting the arithmetic wrong is one of the most common reasons applications come back.

Reinstatement filing fee. $200.¹
Annual report filing fee for each delinquent year’s BCA 14.05.
Franchise tax for each delinquent year, calculated on paid-in capital on the report itself.
Late annual report penalty of 10% of the report filing fee.³
Late franchise tax penalty of 2% of the tax due per month or partial month, with a $1 minimum.³

For a corporation with meaningful paid-in capital that has been dissolved for several years, the 2%-per-month franchise tax penalty compounds hard and can approach or exceed the underlying tax itself.

How to Pay and Where to Send It

The Secretary of State does not accept personal checks for reinstatement. Pay by certified check, cashier’s check, Illinois attorney’s check, CPA’s check, or money order, made payable to “Secretary of State.”¹ A personal check means the whole filing comes back unprocessed.

Mail the application in duplicate, every delinquent BCA 14.05, and payment to the Department of Business Services at the Secretary of State’s Springfield office. The Secretary of State’s website also references electronic filing with payment by Visa, Mastercard, Discover, or American Express, though credit card payments may carry processing fees.

What Approval Actually Does

Once staff review the package and confirm it is complete, the Secretary of State files the application and issues a Certificate of Reinstatement. Under 805 ILCS 5/12.45(d), the corporate existence is then treated as having continued without interruption from the date of dissolution. Actions taken by shareholders, directors, officers, and employees during the gap period, which would have been valid had the corporation never been dissolved, are automatically ratified.²

The same statute protects individuals. After reinstatement, no shareholder, director, or officer is personally liable for corporate debts incurred during the dissolution period solely because the entity was dissolved when those debts arose.² The corporate shield is restored retroactively, which is why acting quickly matters.

Your Federal EIN

Reinstating with the state does not change your entity’s structure or ownership, so you generally do not need a new EIN from the IRS. A new EIN is required when ownership or structure changes, not when state status changes.⁵ If the corporation was dissolved long enough that the IRS closed the account on its end, you may need to contact them separately to reactivate it.

1
Illinois Secretary of State. Application for Reinstatement, Domestic and Foreign Corporations
2
Illinois General Assembly. Illinois Compiled Statutes 805 ILCS 5/12.45 – Reinstatement Following Administrative Dissolution
3
Illinois Secretary of State. Illinois Business Corporation Act – Annual Report BCA 14.05
4
Illinois Secretary of State. Reinstatement Filing – Corporation
5
Internal Revenue Service. When to Get a New EIN