15-3-157. 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:
   1. Preserving and protecting its assets and minimizing its liabilities;
   2. Discharging or making provision for discharging its liabilities and obligations;
   3. Disposing of its properties that will not be distributed in kind;
   4. Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
   5. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
   6. If the corporation is a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets in accordance with section 104 (c);
   7. If the corporation is a mutual benefit corporation and no provisions has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and
   8. Doing every other act necessary to wind up and liquidate its assets and affairs.
2. Dissolution of a corporation does not:
   1. Transfer title to the corporation’s property;
   2. Subject its directors or officers to standards of conduct different from those prescribed in sections 137 and 141;
   3. Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers; or change provisions for amending its bylaws;
   4. Prevent commencement of a proceeding by or against the corporation in its corporate name;
   5. Abate or suspend a proceeding pending by or against the corporation in its corporate name; or
   6. Terminate the authority of the registered agent of the corporation.