§ 4-26-1104 - Corporate action and remedies after dissolution.
4-26-1104. Corporate action and remedies after dissolution.
(a) A dissolved corporation, its directors, officers, and shareholders, may continue to function for the sole purpose of winding up the affairs of the corporation in the same manner as if the dissolution had not taken place. For this limited purpose, the existence of the corporation as a legal entity shall be preserved indefinitely without franchise tax liability.
(b) In particular, and without limiting the generality of the foregoing:
(1) The directors of a dissolved corporation shall not be deemed to be trustees of its assets; title to the assets shall not vest in them or in the shareholders but shall remain in the corporation until transferred by it in its corporate name;
(2) Dissolution shall not change quorum or voting requirements of the board or shareholders or provisions regarding election, appointment, resignation, removal of, or filling vacancies among directors or officers or provisions regarding amendment or repeal of bylaws or adoption of new bylaws. In other words, subject to the limitation that the activities of the corporation shall be restricted to winding up its affairs, all of the predissolution powers and procedures shall be preserved indefinitely;
(3) Shares of the corporation may be transferred;
(4) The corporation may sue or be sued in its corporate name in all courts and participate in actions and proceedings, whether judicial, administrative, or otherwise, in its corporate name. Process may be served upon it or upon its behalf in the same manner as if there had been no dissolution;
(5) The dissolution of a corporation shall not affect any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing or any liability which is incurred before the dissolution except as provided in 4-26-1105 (notice to creditors) or 4-26-1106 (jurisdiction of court to supervise liquidation).