§ 16-10a-1405 — Effect of dissolution.

(1) 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)(a) collecting its assets;
(1)(b) disposing of its properties that will not be distributed in kind to its shareholders;
(1)(c) discharging or making provision for discharging its liabilities;
(1)(d) distributing its remaining property among its shareholders according to their interests; and
(1)(e) doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not:

(2)(a) transfer title to the corporation's property;
(2)(b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(2)(c) subject its directors or officers to standards of conduct different from those prescribed in Part 8, Directors and Officers;
(2)(d) change:
(2)(d)(i) quorum or voting requirements for its board of directors or shareholders;
(2)(d)(ii) provisions for selection, resignation, or removal of its directors or officers or both; or
(2)(d)(iii) provisions for amending its bylaws or its articles of incorporation;
(2)(e) prevent commencement of a proceeding by or against the corporation in its corporate name;
(2)(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(2)(g) terminate the authority of the registered agent of the corporation.

Legislative History

Amended by Chapter 189, 2014 General Session