Winding up and liquidation

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  1. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
    1. Preserving and protecting its assets and minimizing its liabilities;
    2. Discharging or making provision for discharging its liabilities and obligations;
    3. Disposing of its properties that will not be distributed in kind;
    4. 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;
    5. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and
    6. Doing every other act necessary to wind up and liquidate its assets and affairs.
  2. Dissolution of a corporation does not:
    1. Transfer title to the corporation's property;
    2. Subject its directors or officers to standards of conduct different from those prescribed in Sections 79-11-267 and 79-11-275;
    3. 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;
    4. Prevent commencement of a proceeding by or against the corporation in its corporate name;
    5. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
    6. Terminate the authority of the registered agent.


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