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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

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  351.476.  Effect of dissolution. — 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)  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.

  2.  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 applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;

  (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;

  (7)  Terminate the authority of the registered agent of the corporation; or

  (8)  Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.

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(L. 1990 H.B. 1432)


---- end of effective   28 Aug 1990 ----

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