§414-385  Effect of dissolution.  (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)  Collecting its assets;

     (2)  Disposing of its properties that will not be distributed in kind to its shareholders;

     (3)  Discharging or making provision for discharging its liabilities;

     (4)  Distributing its remaining property among its shareholders according to their interests; and

     (5)  Doing every other act necessary to wind up and liquidate its business and affairs.

     (b)  Dissolution of a corporation does not:

     (1)  Transfer title to the corporation's property;

     (2)  Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

     (3)  Subject its directors or officers to standards of conduct different from those prescribed in part IX;

     (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)  Prevent commencement of a proceeding by or against the corporation in its corporate name;

     (6)  Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

     (7)  Terminate the authority of the registered agent of the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §40]