Current through the 2024 legislative session
Section 17-16-1405 - Effect of dissolution(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: (i) Collecting its assets;(ii) Disposing of its properties that will not be distributed in kind to its shareholders;(iii) Discharging or making provision for discharging its liabilities;(iv) Distributing its remaining property among its shareholders according to their interests; and(v) Doing every other act necessary to wind up and liquidate its business and affairs.(b) Dissolution of a corporation does not:(i) Transfer title to the corporation's property;(ii) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(iii) Subject its directors or officers to standards of conduct different from those prescribed in article 8;(iv) 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;(v) Prevent commencement of a proceeding by or against the corporation in its corporate name;(vi) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(vii) Terminate the authority of the registered agent of the corporation.