35-1-935. Effect of dissolution. (1) 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:
     (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 part 4;
     (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;
     (e) prevent commencement of a proceeding by or against the corporation in its corporate name;
     (f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
     (g) terminate the authority of the registered agent of the corporation; or
     (h) discharge, abate, or forgive any tax liability of the corporation.

     History: En. Sec. 151, Ch. 368, L. 1991; amd. Sec. 3, Ch. 69, L. 1999.