(B) The voluntary dissolution of a corporation, cancellation of the articles of a corporation, expiration of the period of existence of a corporation, appointment of a receiver to wind up the affairs of the corporation, or other action to dissolve a corporation under this chapter shall not eliminate or impair any remedy available to or against the corporation or its directors, officers, or shareholders for any right or claim existing, or liability incurred, prior to the dissolution, if either of the following brings such an action:

1. (1) The corporation within the time limits otherwise permitted by law;
2. (2) Any other person before five years after the date of the dissolution or within the time limits otherwise required by section 1701.881 of the Revised Code or any other provision of law, whichever is less.

(D) The directors of the corporation and their successors shall act as a board of directors in accordance with the articles and regulations until the affairs of the corporation are completely wound up. Subject to the orders of courts of this state having jurisdiction over the corporation acting pursuant to section 1701.89 of the Revised Code, the directors shall proceed as speedily as is practicable to a complete winding up of the affairs of the corporation. For that purpose, the directors may exercise all the authority of the corporation. Without limiting the generality of such authority, they may do all of the following:

1. (1) Fill vacancies;
2. (2) Elect officers;
3. (3) Appoint agents, liquidators, or other entities or persons to carry out the winding up of the corporation's business;
4. (4) Carry out contracts of the corporation;
5. (5) Make new contracts;
6. (6) Borrow money;
7. (7) Mortgage or pledge the property of the corporation as security;
8. (8) Sell its assets at public or private sale;
9. (9) Make conveyances in the corporate name;
10. (10) Lease real estate for any term, including ninety-nine years renewable forever;
11. (11) Settle or compromise claims in favor of or against the corporation;
12. (12) Employ one or more persons as liquidators to wind up the affairs of the corporation with such authority as the directors see fit to grant;
13. (13) Cause the title to any of the assets of the corporation to be conveyed to such liquidators for that purpose;
14. (14) Apply assets to the payment of obligations;
15. (15) Distribute the remainder of the assets either in cash or in kind among the shareholders according to their respective rights and interests after paying or adequately providing for the payment of all known obligations of the corporation under section 1701.882 of the Revised Code and for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation, are likely to arise or to become known to the corporation within five years after the date of dissolution or such longer period of time as the directors or a court acting under section 1701.89 of the Revised Code may determine, not to exceed ten years after the date of dissolution;
16. (16) Perform all other acts necessary or expedient to the winding up of the affairs of the corporation. Division (E) of section 1701.76 of the Revised Code applies to the disposition of a voluntarily dissolved corporation's assets by its directors.

(G) In the event a receiver is appointed to wind up the affairs of the corporation, or an action is commenced under section 1701.91 of the Revised Code to dissolve the corporation, the five-year period specified in divisions (A) and (B)(2) of this section shall not commence until:

1. (1) The effective date of dissolution under division (J) of section 1701.86 of the Revised Code, if a certificate of dissolution is filed under that section; or
2. (2) The date of filing of a certified copy of an order of dissolution in the office of the secretary of state under division (D) of section 1701.91 of the Revised Code.