§ 23-17-22-5 — Continued existence; winding up and liquidation; effect of dissolution

(a) A dissolved corporation continues the
corporation's corporate existence but may not carry on activities except
those appropriate to wind up and liquidate the corporation's affairs,
including the following:
(1) Preserving and protecting the corporation's assets and
minimizing the corporation's liabilities.
(2) Discharging or making provision for discharging the
corporation's liabilities and obligations.
(3) Disposing of the corporation's properties that will not be
distributed in kind.
(4) Returning, transferring, or conveying assets held by the
corporation upon a condition requiring return, transfer, or
conveyance that occurs by reason of the dissolution, in
accordance with the condition.
(5) Transferring, subject to any contractual or legal requirements,
the corporation's assets as provided in or authorized by the
corporation's articles of incorporation or bylaws.
(6) If the corporation is a public benefit or religious corporation
and no provision has been made in the corporation's articles of
incorporation or bylaws for distribution of assets on dissolution,
transferring, subject to any contractual or legal requirement, the
corporation's assets:
(A) to a person described in Section 501(c)(3) of the Internal
Revenue Code; or
(B) if the dissolved corporation is not described in Section
501(c)(3) of the Internal Revenue Code, to a foreign or
domestic public benefit or religious corporation.
(7) If the corporation is a mutual benefit corporation and no
provision has been made in the corporation's articles of
incorporation or bylaws for distribution of assets on dissolution,
transferring the corporation's assets to the corporation's members
or, if the corporation has no members, to those persons whom the
corporation holds the corporation out as benefiting or serving.
(8) Doing any other act necessary to wind up the corporation's
affairs and liquidate the corporation's assets, including the transfer
of any escheated assets to the state under IC 23-17-30-1(b).
(b) Dissolution of a corporation does not do the following:
(1) Transfer title to the corporation's property.
(2) Subject the corporation's directors or officers to standards of
conduct different from those under this title.
(3) Change the following:
(A) Quorum or voting requirements for the corporation's board
of directors or members.
(B) Requirements for selection, resignation, or removal of the
corporation's directors or officers.
(C) Requirements for amending the corporation's bylaws.
(4) Prevent commencement of a proceeding by or against the
corporation in the corporation's corporate name.
(5) Abate or suspend a proceeding pending by or against the
corporation on the effective date of dissolution.
(6) Terminate the authority of a registered agent.

Legislative History

As added by P.L.179-1991, SEC.1.