Current through P.L. 171-2024
Section 23-1-45-5 - Continuance of corporate existence; winding up affairs; 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:(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) 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 IC 23-1-33 through IC 23-1-37;(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; or(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.As added by P.L. 149-1986, SEC.29.