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: (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; (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. (2) Dissolution of a corporation does 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 Part 8, Directors and Officers; (d) change: (i) quorum or voting requirements for its board of directors or shareholders; (ii) provisions for selection, resignation, or removal of its directors or officers or both; or (iii) provisions for amending its bylaws or its articles of incorporation; (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; or (g) terminate the authority of the registered agent of the corporation.