(1) 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. (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) 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 Part 8;

4. (d) change:

   1. (i) quorum or voting requirements for its board of directors or shareholders;
   2. (ii) provisions for selection, resignation, or removal of its directors or officers or both; or
   3. (iii) provisions for amending its bylaws or its articles of incorporation;
5. (e) prevent commencement of a proceeding by or against the corporation in its corporate name;
6. (f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
7. (g) terminate the authority of the registered agent of the corporation.