351.476. Effect of dissolution.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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)