805 ILCS 105/112.05: Voluntary dissolution by directors.

Where a corporation has no members or no members entitled to vote on dissolution, the dissolution of a corporation may be authorized by a majority of the directors provided that:

(a) No debts of the corporation remain unpaid.

(b) Written notice of the election to dissolve the corporation has been given to all directors, not less than three days before the execution of articles of dissolution.