2006 New York Code - Corporate Action And Survival Of Remedies After Dissolution.


 
  § 1006. Corporate action and survival of remedies after dissolution.
    (a) A  dissolved corporation, its directors, officers and shareholders
  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  shareholders,  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) Shares may be transferred and determinations of  shareholders  for
  any purpose may be made without closing the record of shareholders until
  such time, if any, as such record may be closed, and either the board or
  the shareholders 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
  shareholders 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).


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