§ 23-1-45-5 — Continuance of corporate existence; winding up affairs; effect of dissolution

Indiana § 23-1-45-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 45: Voluntary Dissolution

Text

(a) A dissolved corporation continues its
corporate existence but may not carry on any business except that
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 its shareholders;
(3) discharging or making provision for discharging its liabilities;
(4) distributing its remaining property among its shareholders
according to their interests; and
(5) doing every other act necessary to wind up and liquidate its
business and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation's property;
(2) prevent transfer of its shares or securities, although the
authorization to dissolve may provide for closing the corporation's
share transfer records;
(3) subject its directors or officers to standards of conduct
different from those prescribed in IC 23-1-33 through IC 23-1-37;
(4) change:
(A) quorum or voting requirements for its board of directors or
shareholders;
(B) provisions for selection, resignation, or removal of its
directors, or officers, or both; or
(C) 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.

Legislative History

As added by P.L.149-1986, SEC.29.