Indiana Code 23-1-45-5. Continuance of corporate existence; winding up affairs; effect of dissolution
(1) collecting its assets;
Terms Used In Indiana Code 23-1-45-5
- 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 personal and real property. See Indiana Code 1-1-4-5
- Quorum: The number of legislators that must be present to do business.
(3) discharging or making provision for discharging its liabilities;
(4) distributing its remaining property among its shareholders according to their interests; and
(5) doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation’s property;
(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;
(3) subject its directors or officers to standards of conduct different from those prescribed in IC 23-1-33 through IC 23-1-37;
(4) change:
(A) quorum or voting requirements for its board of directors or shareholders;
(B) provisions for selection, resignation, or removal of its directors, or officers, or both; or
(C) 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.
As added by P.L.149-1986, SEC.29.