Current with changes from the 2024 Legislative Session
Section 351.476 - Effect of dissolution1. 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.2. 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 applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;(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;(7) Terminate the authority of the registered agent of the corporation; or(8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.