Current through Chapter 519 of the 2024 Legislative Session and Chapter 2 of the 2024 First Extraordinary Session
Section 7-114-105 - Effect of dissolution(1) A dissolved corporation continues its corporate existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets;(b) Disposing of its properties that will not be distributed in kind to its shareholders;(c) Discharging or making provision for discharging its liabilities;(d) Distributing its remaining property among its shareholders according to their interests; and(e) Doing every other act necessary to wind up and liquidate its business and affairs.(2) Dissolution of a corporation does not:(a) Transfer title to the corporation's property;(b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(c) Subject its directors or officers to standards of conduct different from those prescribed in article 108 of this title;(d) 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 or its articles of incorporation;(e) Prevent commencement of a proceeding by or against the corporation in its name; or(f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.(3) A dissolved corporation may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.L. 93: Entire article added, p. 824, § 1, effective 7/1/1994. L. 2004: (2)(e) amended, p. 1508, § 282, effective July 1. L. 2006: (3) added, p. 881, § 75, effective July 1.