16-10a-1405. 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: collecting its assets; disposing of its properties that will not be distributed in kind to its shareholders; discharging or making provision for discharging its liabilities; distributing its remaining property among its shareholders according to their interests; and doing every other act necessary to wind up and liquidate its business and affairs.
(2) Dissolution of a corporation does not: transfer title to the corporation's property; prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; subject its directors or officers to standards of conduct different from those prescribed in; Part 8, Directors and Officers change: quorum or voting requirements for its board of directors or shareholders; provisions for selection, resignation, or removal of its directors or officers or both; or provisions for amending its bylaws or its articles of incorporation; prevent commencement of a proceeding by or against the corporation in its corporate name; abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or terminate the authority of the registered agent of the corporation.