(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:
Terms Used In Alabama Code 10A-2A-14.05
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
property: includes both real and personal property. See Alabama Code 1-1-1
Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
Quorum: The number of legislators that must be present to do business.
(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.
