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This entry was published on 2014-09-22
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Corporate action and survival of remedies after dissolution
Business Corporation (BSC) CHAPTER 4, ARTICLE 10
§ 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

(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).