10-1405. Effect of dissolution


A. A dissolved corporation continues its corporate existence but shall not carry on
any business except that business 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 provisions for discharging its liabilities.


4. Distributing its remaining property among its shareholders according to their
interests.


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 chapter 8 of this title.


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 or any officers, directors or shareholders or affect applicable statutes
of limitation.


6. Abate or suspend a proceeding pending by or against the corporation or any
officers, directors or shareholders on the effective date of dissolution.


7. Terminate the authority of the statutory agent of the corporation.