US Laws, Codes, Statutes & Cases

 
  § 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.)