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 IC 23-1-33 through IC 23-1-37 ;

   4. (4) change:

      1. (A) quorum or voting requirements for its board of directors or shareholders;
      2. (B) provisions for selection, resignation, or removal of its directors, or officers, or both; or
      3. (C) 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.

As added by P.L.149-1986, SEC.29.