Section 1006. Corporate action and survival of remedies after dissolution  


Latest version.
  • (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
      name.
        (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).