16-10a-1405. Effect of dissolution.

240 words·~1 min read·/ut/title-16/chapter-10a/16-10a-1405·

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

Effective 5/13/2014

(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:

(a)collecting its assets;

(b)disposing of its properties that will not be distributed in kind to its shareholders;

(c)discharging or making provision for discharging its liabilities;

(d)distributing its remaining property among its shareholders according to their interests; and

(e)doing every other act necessary to wind up and liquidate its business and affairs.

(2)Dissolution of a corporation does not:

(a)transfer title to the corporation's property;

(b)prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(c)subject its directors or officers to standards of conduct different from those prescribed in Part 8, Directors and Officers ;

(d)change:

(i)quorum or voting requirements for its board of directors or shareholders;

(ii)provisions for selection, resignation, or removal of its directors or officers or both; or

(iii)provisions for amending its bylaws or its articles of incorporation;

(e)prevent commencement of a proceeding by or against the corporation in its corporate name;

(f)abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(g)terminate the authority of the registered agent of the corporation.

Amended by Chapter 189 , 2014 General Session