§414D-245  Effect of dissolution.  (a) A dissolved corporation continues its corporate existence but may not carry onany activities except those appropriate to wind up and liquidate its affairs,including:

(1)  Preserving and protecting its assets and minimizingits liabilities;

(2)  Discharging or making provision for dischargingits liabilities and obligations;

(3)  Disposing of its properties that will not bedistributed in kind;

(4)  Returning, transferring, or conveying assets heldby the corporation upon a condition requiring return, transfer, or conveyance,which condition occurs by reason of the dissolution, in accordance with suchcondition;

(5)  Transferring, subject to any contractual or legalrequirements, its assets as provided in or authorized by its articles ofincorporation or bylaws;

(6)  If the corporation is a public benefitcorporation and no provision has been made in its articles or bylaws fordistribution of assets on dissolution, or transferring, subject to anycontractual or legal requirement, its assets to one or more persons describedin section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or ifthe dissolved corporation is not described in section 501(c)(3) of the InternalRevenue Code, to one or more public benefit corporations;

(7)  If the corporation is not a public benefitcorporation and no provision has been made in its articles or bylaws fordistribution of assets on dissolution, transferring its assets to its membersor, if it has no members, to those persons whom the corporation holds itselfout as benefiting or serving; and

(8)  Doing every other act necessary to wind up andliquidate its assets and affairs.

(b)  Dissolution of a corporation does not:

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

(2)  Subject its directors or officers to standards ofconduct different from those prescribed in part VIII;

(3)  Change quorum or voting requirements for itsboard or members; change provisions for selection, resignation, or removal ofits directors or officers or both; or change provisions for amending itsbylaws;

(4)  Prevent commencement of a proceeding by oragainst the corporation in its corporate name;

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

(6)  Terminate the authority of the registered agent.[L 2001, c 105, pt of §1; am L 2004, c 171, §10]