§414-385  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)  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 part IX;



(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;



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



(7)  Terminate the authority of the registered agent
of the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §40]