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271B.14-050 Effect of dissolution.
(1)
(2)
A dissolved corporation shall continue its corporate existence but may not
carry on any business except that appropriate to wind up and liquidate its
business and affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will not be distributed in kind to its
shareholders;
(c) Discharging or making provision for discharging its liabilities, including as
appropriate, entering into agreements with creditors for the satisfaction
thereof;
(d) Distributing its remaining property among its shareholders according to
their interests; and
(e) Doing every other act necessary to wind up and liquidate its business and
affairs.
Dissolution of a corporation shall not:
(a) Transfer title to the corporation's property;
(b) Prevent transfer of its shares or securities, although the authorization to
dissolve may provide for closing the corporation's share transfer records;
(c) Subject its directors or officers to standards of conduct different from
those prescribed in Subtitle 8 of this chapter;
(d) 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;
(e) Prevent commencement of a proceeding by or against the corporation in
its corporate name;
(f) Abate or suspend a proceeding pending by or against the corporation on
the effective date of dissolution;
(g) Terminate the authority of the registered agent of the corporation;
(h) Alter the obligations and responsibilities of the corporation as prescribed
by applicable federal or state law with regard to the filing or examination
of all federal and state tax returns or the payment, assessment, or
collection of any federal or state tax due with respect to those returns; or
(i) Abate or suspend KRS 271B.6-220.
Effective:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 95, effective July 12, 2012. -Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 68, effective July 15, 2010.
-- Amended 2007 Ky. Acts ch. 137, sec. 68, effective June 26, 2007. -- Created
1988 Ky. Acts ch. 23, sec. 141, effective January 1, 1989.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51,
sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2010 Ky. Acts ch. 137
shall be deemed effective as of June 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."
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