§ 17-19-1406 — Effect of dissolution

(a) A dissolved corporation continues its corporate
existence but shall not carry on any activities except those
appropriate to wind up and liquidate its affairs, including:
(i) Preserving and protecting its assets and
minimizing its liabilities;
(ii) Discharging or making provision for discharging
its liabilities and obligations;
(iii) Disposing of its properties that will not be
distributed in kind;
(iv) Returning, transferring or conveying assets held
by the corporation upon a condition requiring return, transfer
or conveyance, which condition occurs by reason of the
dissolution, in accordance with such condition;
(v) Transferring, subject to any contractual or legal
requirements, its assets as provided in or authorized by its
articles of incorporation or bylaws;
(vi) If the corporation is a public benefit or
religious corporation, and no provision has been made in its
articles or bylaws for distribution of assets on dissolution,
transferring, subject to any contractual or legal requirement,
its assets:
(A) To one (1) or more persons described in
section 501(c)(iii) of the Internal Revenue Code; or
(B) If the dissolved corporation is not
described in section 501(c)(iii) of the Internal Revenue Code,
to one (1) or more public benefit or religious corporations.
(vii) If the corporation is a mutual benefit
corporation and no provision has been made in its articles or
bylaws for distribution of assets on dissolution, transferring
its assets to its members or, if it has no members, to those
persons whom the corporation holds itself out as benefitting or
serving; and
(viii) Doing every other act necessary to wind up and
liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(i) Transfer title to the corporation's property;
(ii) Subject its directors or officers to standards
of conduct different from those prescribed in article 8 of this
act;
(iii) Change quorum or voting requirements for its
board or members; change provisions for selection, resignation
or removal of its directors or officers or both; or change
provisions for amending its bylaws;
(iv) Prevent commencement of a proceeding by or
against the corporation in its corporate name;
(v) Abate or suspend a proceeding pending by or
against the corporation on the effective date of dissolution; or
(vi) Terminate the authority of the registered agent.