§ 55-14-05. Effect of dissolution. - North Carolina Statutes

§55‑14‑05.  Effect of dissolution.

(a)        A dissolvedcorporation continues its corporate existence but may not carry on any businessexcept that appropriate to wind up and liquidate its business and affairs,including:

(1)        Collecting itsassets;

(2)        Disposing of itsproperties that will not be distributed in kind to its shareholders;

(3)        Discharging ormaking provision for discharging its liabilities;

(4)        Distributing itsremaining property among its shareholders according to their interests; and

(5)        Doing every otheract necessary to wind up and liquidate its business and affairs.

(b)        Dissolution of acorporation does not:

(1)        Transfer title tothe corporation's property;

(2)        Prevent transfer ofits shares or securities, although the authorization to dissolve may providefor closing the corporation's share transfer records;

(3)        Subject itsdirectors or officers to standards of conduct different from those prescribedin Article 8;

(4)        Change quorum orvoting requirements for its board of directors or shareholders; changeprovisions for selection, resignation, or removal of its directors or officersor both; or change provisions for amending its bylaws;

(5)        Prevent commencementof a proceeding by or against the corporation in its corporate name;

(6)        Abate or suspend aproceeding pending by or against the corporation on the effective date ofdissolution; or

(7)        Terminate theauthority of the registered agent of the corporation.

(c)        After the end ofthe tax year in which dissolution occurs, a dissolved corporation is notsubject to the annual franchise tax unless it engages in business activitiesnot appropriate to winding up and liquidating its business and affairs aspermitted by subsection (a). (1955, c. 1371, s. 1; 1973,c. 469, ss. 39, 40, c. 476, s. 193; 1989, c. 265, s. 1.)