A couple questions for you: Why are you asking? What is your connection tot he two companies mentioned?
Please elaborate about this. Did Company B file a Ch. 7 bankruptcy? A Ch. 11? Something else? If Company B is liquidating assets, it sounds like a Ch. 7. Are both Company A and Company B Illinois corporations? What does "including subsidiary assets" mean? It sounds like you're saying that Company A was liquidated and dissolved (or dissolved without liquidation), which would result in the assets of Company A becoming assets of Company B and, hence, property of the bankruptcy estate. Also, were the dissolutions administrative dissolutions pursuant to 805 ILCS 5/12.35 or complete dissolution pursuant to 805 ILCS 5/12.05?
I have no idea what this might mean (unless you're talking about reinstatement following administrative dissolution). Do you mean that someone (who?) formed a new corporation with the same name?
How should we know? You'd have to tell us, but you didn't. However, you did tell us that Company A was dissolved. If we assume you used that term correctly, that means that Company A's assets were liquidated with the proceeds being used to pay Company A's liabilities, and the remainder distributed to Company B as the sold shareholder. At that point, there is no more Company A stock.
Again, I have no idea what you mean by "reinstated" in this context. Ordinary dissolution cannot be undone except within a very short window following the filing of articles of dissolution.
If this is a reference to 805 ILCS 5/10.15(g), that section has nothing to do with a dissolved corporation, and that subsection has to do with the restatement (not reinstatement) of articles of incorporation.
Yes. Company B filed for bankruptsy, and entered into an asset purchase agreement before dissolving.
Company A was an Illinois company.
I don't know what kind of dissolution they were. However, Company A *has* been reinstated (as if it was administratively dissolved) per Illinois statute 10.15(g), and is now operating with the exact number of authorized and issued shares as before -- as if it had never been dissolved (per Illinois statute 12.25).
Yes, almost all assets in Company B were sold in the asset purchase agreement, but not all.
My question is, while Illinois statute 12.45 states that the company A exists "as if it had never been dissolved), what happened to the stock when company B dissolved?
My belief (without any legal basis) is that when the companies were dissolved, the stock "evaporated(??)". When company A was reinstated, it (re)issued new stock. Company A is currently opperating under that belief. SO, MORE IMPORTANTLY, who owns stock in company A after it's been reinstated? When the original stock holders no longer exist.
I understand that only a company that is administratively dissolved can be reinstated, but that is past. Company A is reinstated, and is shown on the Illinois Sec. of State site as a company in good standing. In fact, company A has already successfully reclaimed assets through the Illinois iCash program.
Sorry about quoting the wrong statues. Yes, 10.15(g) is for reinstatement. 12.45 is for operating is if it had not been dissolved.