Indiana Code Title 23. Business and Other Associations § 23-1-45-5
Search Indiana Code
Search by Keyword or Citation
Sec. 5. (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 IC 23-1-33 through IC 23-1-37;
(A) quorum or voting requirements for its board of directors or shareholders;
(B) provisions for selection, resignation, or removal of its directors, or officers, or both; or
(C) 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 of the corporation.
Cite this article: FindLaw.com - Indiana Code Title 23. Business and Other Associations § 23-1-45-5 - last updated June 08, 2021 | https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-1-45-5/
Was this helpful?