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



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



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



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



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



(5)  Transferring, subject to any contractual or legal
requirements, its assets as provided in or authorized by its articles of
incorporation or bylaws;



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



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



(8)  Doing every other act necessary to wind up and
liquidate 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 of
conduct different from those prescribed in part VIII;



(3)  Change quorum or voting requirements for its
board or members; change provisions for selection, resignation, or removal of
its directors or officers or both; or change provisions for amending its
bylaws;



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



(5)  Abate or suspend a proceeding pending by or
against 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]