(1) A dissolved corporation continues its corporate existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:
Collecting its assets;
Disposing of its properties that will not be distributed in kind to its shareholders;
Discharging or making provision for discharging its liabilities;
Distributing its remaining property among its shareholders according to their interests; and
Doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not:
Transfer title to the corporation's property;
Prevent transfer of its shares or securities, although the authorization to dissolve mayprovide for closing the corporation's share transfer records;
Subject its directors or officers to standards of conduct different from those prescribed in article 108 of this title;
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 or its articles of incorporation;
Prevent commencement of a proceeding by or against the corporation in its name; or
Abate or suspend a proceeding pending by or against the corporation on the effectivedate of dissolution.
(3) A dissolved corporation may dispose of claims against it pursuant to sections 7-90911 and 7-90-912.
Source: L. 93: Entire article added, p. 824, § 1, effective July 1, 1994. L. 2004: (2)(e) amended, p. 1508, § 282, effective July 1. L. 2006: (3) added, p. 881, § 75, effective July 1.