State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-1405

16-10a-1405. Effect of dissolution.
(1) A dissolved corporation continues its corporate existence but may not carry on anybusiness except that appropriate to wind up and liquidate its business and affairs, including:
(a) collecting its assets;
(b) disposing of its properties that will not be distributed in kind to its shareholders;
(c) discharging or making provision for discharging its liabilities;
(d) distributing its remaining property among its shareholders according to their interests;and
(e) doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not:
(a) transfer title to the corporation's property;
(b) prevent transfer of its shares or securities, although the authorization to dissolve mayprovide for closing the corporation's share transfer records;
(c) subject its directors or officers to standards of conduct different from those prescribedin Part 8;
(d) change:
(i) quorum or voting requirements for its board of directors or shareholders;
(ii) provisions for selection, resignation, or removal of its directors or officers or both; or
(iii) provisions for amending its bylaws or its articles of incorporation;
(e) prevent commencement of a proceeding by or against the corporation in its corporatename;
(f) abate or suspend a proceeding pending by or against the corporation on the effectivedate of dissolution; or
(g) terminate the authority of the registered agent of the corporation.

Enacted by Chapter 277, 1992 General Session