(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except that appropriate to wind up and liquidate its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its activities and affairs.
(b) Dissolution of a corporation shall not:
(1) Transfer title to the corporation’s property;
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;
(3) Subject its directors or officers to standards of conduct different from those prescribed in subchapter VI of this chapter;
(4) Change:
(A) Quorum or voting requirements for its board of directors or shareholders;
(B) Provisions for selection, resignation, or removal of its directors or officers, or both;
(C) 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; or
(7) Terminate the authority of the registered agent of the corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(29), 59 DCR 13171.)
Section ReferencesThis section is referenced in § 29-312.23 and § 29-312.24.
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “activities” for “business” twice in (a).
Editor's NotesApplication of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.