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

   1. (a) Collecting its assets;
   2. (b) Disposing of its properties that will not be distributed in kind to its shareholders;
   3. (c) Discharging or making provision for discharging its liabilities;
   4. (d) Distributing its remaining property among its shareholders according to their interests; and
   5. (e) Doing every other act necessary to wind up and liquidate its business and affairs.

2. (2) Dissolution of a corporation does not:

   1. (a) Transfer title to the corporation's property;
   2. (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
   3. (c) Subject its directors or officers to standards of conduct different from those prescribed in article 108 of this title;
   4. (d) 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 or its articles of incorporation;
   5. (e) Prevent commencement of a proceeding by or against the corporation in its name; or
   6. (f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
3. (3) A dissolved corporation may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.

Source: L. 93: Entire article added, p. 824, § 1, effective July 1, 1994. L. 2004: (2)(e) amended, p. 1508, § 282, effective July 1. L. 2006: (3) added, p. 881, § 75, effective July 1.