§ 14.05.
248 words·~1 min read·
/vt/14-05A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§ 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 for service of process of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 12, eff. July 1, 2025.)