Alabama § 10A-2A-14.05 Effect of Dissolution

Alabama Statutes

§ 10A-2A-14.05 — Effect of Dissolution

Alabama § 10A-2A-14.05

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 2AAlabama Business Corporation Law

Art. 14Dissolution

Div. AVoluntary Dissolution

This text of Alabama § 10A-2A-14.05 (Effect of Dissolution) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-2A-14.05 (2026).

Text

(a)A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:

(1)collecting its assets;

(2)disposing of its properties that will not be distributed in kind to stockholders;

(3)discharging or making provisions for discharging its liabilities;

(4)distributing its remaining property among its stockholders according to their interests; and

(5)doing every other act necessary to wind up and liquidate its business and affairs.

(b)In winding up its business and affairs, a corporation may:

(1)preserve the corporation’s business and affairs and property as a going concern for a reasonable time;

(2)prosecute, defend, or settle actions or proceedings whether civil, cr

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(a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to stockholders;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property among its stockholders according to their interests; and
(5) doing every other act necessary to wind up and liquidate its business and affairs.
(b) In winding up its business and affairs, a corporation may:
(1) preserve the corporation’s business and affairs and property as a going concern for a reasonable time;
(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;
(3) transfer the corporation’s assets;
(4) resolve disputes by mediation or arbitration;
(5) merge or convert in accordance with Article 9 or 11 of this chapter or Article 8 of Chapter 1; and
(6) enter into a stock exchange in accordance with Article 11 of this chapter.
(c) Dissolution of a corporation does not:
(1) transfer title to the corporation’s property;
(2) prevent transfer of its stock or securities;
(3) subject its directors or officers to standards of conduct different from those prescribed in Article 8
of this chapter
;
(4) change (i) quorum or voting requirements for its board of directors or stockholders;
(ii) provisions for selection, resignation, or removal of its directors or officers or both; or
(iii) provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7) terminate the authority of the registered agent of the corporation.
(d) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the stockholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining stockholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.