351.476. Effect of dissolution. - Missouri Statutes

Effect of dissolution.

351.476. 1. A dissolved corporation continues itscorporate existence but may not carry on any business exceptthat appropriate to wind up and liquidate its business andaffairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not bedistributed in kind to its shareholders;

(3) Discharging or making provision for discharging itsliabilities;

(4) Distributing its remaining property among itsshareholders according to their interests; and

(5) Doing every other act necessary to wind up andliquidate its business and affairs.

2. Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities, althoughthe authorization to dissolve may provide for closing thecorporation's share transfer records;

(3) Subject its directors or officers to standards ofconduct different from those applicable to directors andofficers of a corporation which has not been dissolved; providedthat any such officer or director who conducts business onbehalf of the corporation except as provided in this sectionshall be personally liable for any obligation so incurred;

(4) Change quorum or voting requirements for its board ofdirectors or shareholders; change provisions for selection,resignation, or removal of its directors or officers or both; orchange provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against thecorporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against thecorporation on the effective date of dissolution;

(7) Terminate the authority of the registered agent of thecorporation; or

(8) Make available for use by others its corporate name fora period of one year from the effective date of its dissolution.

(L. 1990 H.B. 1432)

(1996) Statute is remedial and may be applied retroactively. Gunter v. Bono, 914 S.W.2d 437 (Mo.App.E.D.).