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

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

   1. (1) Transfer title to the corporation's property;
   2. (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
   3. (3) Subject its directors or officers to standards of conduct different from those prescribed in part IX;
   4. (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. (5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
   6. (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
   7. (7) Terminate the authority of the registered agent of the corporation.

[L 2000, c 244, pt of §1; am L 2001, c 129, §40]