(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its activities and affairs, including: (1) Adopting a plan providing for the distribution of assets under section 33-1175; (2) collecting its assets; (3) consistent with the requirements of section 33-1176 and any restrictions imposed upon the property by law, disposing of the corporation's properties that will not be distributed in kind pursuant to the plan for distribution of assets; (4) discharging or making provision for discharging its liabilities; (5) distributing its assets in accordance with sections 33-1175 and 33-1176; (6) doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its transferable membership interests, if any, although the authorization to dissolve may provide for closing the corporation's membership records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-1080 to 33-1130, inclusive; (4) change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the members liable for any liability or other obligations of the corporation or vest title to the property of the corporation in the members.
(P.A. 96-256, S. 119, 209.)
History: P.A. 96-256 effective January 1, 1997.