Legislation
SECTION 1006
Corporate action and survival of remedies after dissolution
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 10
§ 1006. Corporate action and survival of remedies after dissolution.
(a) After dissolution, a corporation shall not commence any new
activities. A dissolved corporation, its directors, officers and members
may continue to function for the purpose of winding up the affairs of
the corporation in the same manner as if the dissolution had not taken
place, except as otherwise provided in this chapter or by court order.
In particular and without limiting the generality of the foregoing:
(1) The directors of a dissolved corporation shall not be deemed to be
trustees of its assets; title to such assets shall not vest in them, but
shall remain in the corporation until transferred by it in its corporate
name.
(2) Dissolution shall not change quorum or voting requirements for the
board or members, or provisions regarding election, appointment,
resignation or removal of, or filling vacancies among, directors or
officers, or provisions regarding amendment or repeal of by-laws or
adoption of new by-laws.
(3) Capital certificates may be transferred and determination of
members for any purpose may be made without closing the record of
members until such time, if any, as such record may be closed, and
either the board or the members may close it.
(4) The corporation may sue or be sued in all courts and participate
in actions and proceedings, whether judicial, administrative,
arbitrative or otherwise, in its corporate name, and process may be
served by or upon it.
(b) The dissolution of a corporation shall not affect any remedy
available to or against such corporation, its directors, officers or
members, for any right or claim existing or any liability incurred
before such dissolution, except as provided in sections 1007 (Notice to
creditors; filing or barring claims) or 1008 (Jurisdiction of supreme
court to supervise dissolution and liquidation.)
(a) After dissolution, a corporation shall not commence any new
activities. A dissolved corporation, its directors, officers and members
may continue to function for the purpose of winding up the affairs of
the corporation in the same manner as if the dissolution had not taken
place, except as otherwise provided in this chapter or by court order.
In particular and without limiting the generality of the foregoing:
(1) The directors of a dissolved corporation shall not be deemed to be
trustees of its assets; title to such assets shall not vest in them, but
shall remain in the corporation until transferred by it in its corporate
name.
(2) Dissolution shall not change quorum or voting requirements for the
board or members, or provisions regarding election, appointment,
resignation or removal of, or filling vacancies among, directors or
officers, or provisions regarding amendment or repeal of by-laws or
adoption of new by-laws.
(3) Capital certificates may be transferred and determination of
members for any purpose may be made without closing the record of
members until such time, if any, as such record may be closed, and
either the board or the members may close it.
(4) The corporation may sue or be sued in all courts and participate
in actions and proceedings, whether judicial, administrative,
arbitrative or otherwise, in its corporate name, and process may be
served by or upon it.
(b) The dissolution of a corporation shall not affect any remedy
available to or against such corporation, its directors, officers or
members, for any right or claim existing or any liability incurred
before such dissolution, except as provided in sections 1007 (Notice to
creditors; filing or barring claims) or 1008 (Jurisdiction of supreme
court to supervise dissolution and liquidation.)