Section 10A-2-14.05

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) Alter the limited liability status of its subscribers and shareholders under Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets distributed to a shareholder in liquidation;

(2) Transfer title to the corporation's property;

(3) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(4) Subject its directors or officers to standards of conduct different from those prescribed in Article 8;

(5) 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;

(6) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(7) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;

(8) Terminate the authority of the registered agent of the corporation; or

(9) Result in the corporation's name becoming available for use by another entity under Section 10A-1-5.03 until the time for revocation of dissolution has elapsed or, in the case of a corporation administratively dissolved under Section 10A-2-14.21, the time for filing an application for reinstatement has elapsed without the filing of an application, or, if an application is filed, until its final adjudication, including all appeals.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.05; amended and renumbered by Act 2009-513, p. 967, §145.)