79-11-341 - Winding up and liquidation.
§ 79-11-341. Winding up and liquidation.
(1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(a) Preserving and protecting its assets and minimizing its liabilities;
(b) Discharging or making provision for discharging its liabilities and obligations;
(c) Disposing of its properties that will not be distributed in kind;
(d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and
(f) Doing every other act necessary to wind up and liquidate its assets and affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation's property;
(b) Subject its directors or officers to standards of conduct different from those prescribed in Sections 79-11-267 and 79-11-275;
(c) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;
(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f) Terminate the authority of the registered agent.
Sources: Laws, 1987, ch. 485, § 121, eff from and after January 1, 1988.