§ 17-16-1405 — Effect of dissolution

(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:
(i) Collecting its assets;
(ii) Disposing of its properties that will not be
distributed in kind to its shareholders;
(iii) Discharging or making provision for discharging
its liabilities;
(iv) Distributing its remaining property among its
shareholders according to their interests; and
(v) Doing every other act necessary to wind up and
liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(i) Transfer title to the corporation's property;
(ii) Prevent transfer of its shares or securities,
although the authorization to dissolve may provide for closing
the corporation's share transfer records;
(iii) Subject its directors or officers to standards
of conduct different from those prescribed in article 8;
(iv) Change quorum or voting requirements for its
board of directors or shareholders; change provisions for
selection, resignation, or removal of its directors or officers
or both; or change provisions for amending its bylaws;
(v) Prevent commencement of a proceeding by or
against the corporation in its corporate name;
(vi) Abate or suspend a proceeding pending by or
against the corporation on the effective date of dissolution; or
(vii) Terminate the authority of the registered agent
of the corporation.