§ 14.05. Effect of dissolution
(a) 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:
(1) preserving and protecting its assets and minimizing its liabilities;
(2) discharging or making provision for discharging its liabilities and obligations;
(3) disposing of its properties that will not be distributed in kind;
(4) 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;
(5) transferring, subject to any contractual or legal requirements, its assets as provided
in or authorized by its articles of incorporation or bylaws;
(6) if the corporation is a public benefit corporation, and no provision has been made
in its articles or bylaws for distribution of assets on dissolution, transferring,
subject to any contractual or legal requirement, its assets:
(A) to one or more persons recognized as exempt under section 501(c)(3) of the Internal Revenue Code; or
(B) if the dissolved corporation is not recognized as exempt under section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;
(7) if the corporation is a mutual benefit corporation and no provision has been made
in its articles or bylaws for distribution of assets on dissolution, transferring
its assets to its members or, if it has no members those persons whom the corporation
holds itself out as benefiting or serving; and
(8) doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation’s property;
(2) subject its directors or officers to standards of conduct different from those prescribed
in chapter 8 of this title;
(3) change quorum or voting requirements for its board or members; change provisions for
selection, resignation, or removal of its directors or officers or both; or change
provisions for amending its bylaws;
(4) prevent commencement of a proceeding by or against the corporation in its corporate
name;
(5) abate or suspend a proceeding pending by or against the corporation on the effective
date of dissolution; or
(6) terminate the authority of the registered agent for service of process. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 19, eff. July 1, 2025.)