(a) A dissolved corporation continues its corporate existence but may not carry on any business 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 business and affairs.
(b) A dissolved corporation shall wind up and liquidate its business and affairs as expeditiously as practicable.
(c) Dissolution of a corporation does 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 Chapter 8;
(4) 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;
(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.
HISTORY: Derived from 1976 Code Section 33-21-50 [1962 Code Section 12-22.5; 1952 Code Section 12-601; 1942 Code Section 7709; 1932 Code Section 7709; Civ. C. '22 Section 4281; Civ. C. '12 Section 2814; Civ. C. '02 Section 1866; 1898 (22) 774; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-60 [1962 Code Section 12-22.6; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-100 [1962 Code Section 12-22.10; 1972 (52) 1996; 1981 Act No. 146, Section 2; 1985 Act No. 72 Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-180 [1962 Code Section 12-22.18; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-220 [1962 Code Section 12-22.22; 1952 Code Section 12-602; 1942 Code Section 7710; 1932 Code Section 7710; Civ. C. '22 Section 4282; Civ. C. '12 Section 2815; Civ. C. '02 Section 1867; 1898 (22) 774; 1944 (43) 1224; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.