The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 014 : Dissolution

Subchapter 001 : Voluntary Dissolution

• § 14.05. 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 chapter 8 of this title;

  (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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)