§414-385  Effect of dissolution.  (a)  Adissolved corporation continues its corporate existence but may not carry onany business except that appropriate to wind up and liquidate its business andaffairs, including:

(1)  Collecting its assets;

(2)  Disposing of its properties that will not bedistributed in kind to its shareholders;

(3)  Discharging or making provision for dischargingits liabilities;

(4)  Distributing its remaining property among itsshareholders according to their interests; and

(5)  Doing every other act necessary to wind up andliquidate 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 thecorporation's share transfer records;

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

(4)  Change quorum or voting requirements for itsboard of directors or shareholders; change provisions for selection,resignation, or removal of its directors or officers or both; or changeprovisions for amending its bylaws;

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

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

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