Code of Alabama |
Match Context and Document information |
URL: | http://alisondb.legislature.state.al.us/alison/CodeOfAlabama /1975/10A-2A-14.05.htm |
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Depth: | 0 singles |
Size: | 3,024 bytes |
Modified: | 2019-12-10 12:45:32 |
Categories: | -None- |
Title: | 10A-2A-14.05 |
Description: | -None- |
Keywords: | -None- |
Meta data: | -None- |
Body: | Section 10A-2A-14.05 Effect of dissolution. (a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to stockholders; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property among its stockholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs. (b) In winding up its business and affairs, a corporation may: (1) preserve the corporation's business and affairs and property as a going concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes by mediation or arbitration; (5) merge or convert in accordance with Article 9 or 11 of this chapter or Article 8 of Chapter 1; and (6) enter into a stock exchange in accordance with Article 11 of this chapter. (c) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) prevent transfer of its stock or securities; (3) subject its directors or officers to standards of conduct different from those prescribed in Article 8; (4) change (i) quorum or voting requirements for its board of directors or stockholders; (ii) provisions for selection, resignation, or removal of its directors or officers or both; or (iii) provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) terminate the authority of the registered agent of the corporation. (d) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the stockholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining stockholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation. (Act 2019-94, ยง1.) |