1. (a) A dissolved nonprofit corporation continues its existence as a nonprofit corporation but may not carry on any activity except as is appropriate to wind up and liquidate its activities and affairs, including:

   1. (1) collecting its assets;
   2. (2) disposing of its properties that will not be distributed in kind;
   3. (3) discharging or making provisions for discharging its liabilities;
   4. (4) distributing its remaining property as required by law, its certificate of incorporation, bylaws, and as approved when the dissolution was authorized; and
   5. (5) doing every other act necessary to wind up and liquidate its activities and affairs.

2. (b) In winding up its activities and affairs, a dissolved nonprofit corporation may:

   1. (1) preserve the nonprofit corporation’s activities and affairs and property as a going concern for a reasonable time;
   2. (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;
   3. (3) transfer the nonprofit corporation’s assets;
   4. (4) resolve disputes by mediation or arbitration; and
   5. (5) merge or convert in accordance with Article 12 or 13 of this chapter or Article 8 of Chapter 1.

3. (c) Dissolution of a nonprofit corporation does not:

   1. (1) transfer title to the nonprofit corporation’s property;
   2. (2) subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this chapter;

   3. (3) change:

      1. (i) quorum or voting requirements for its board of directors or members;
      2. (ii) provisions for selection, resignation, or removal of its directors or officers or both; or
      3. (iii) provisions for amending its bylaws;
   4. (4) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name;
   5. (5) abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution; or
   6. (6) terminate the authority of the registered agent of the nonprofit corporation.
4. (d) A distribution in liquidation under this section may only be made by a dissolved nonprofit corporation.

(Act 2023-503, §1; Act 2024-413, §1.)