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District of Columbia · Through 2026-08-20 (D.C. Law 26-175)

D.C. Code § 29-312.05: Effect of dissolution.

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Where this section sits in the code
  1. Title 29. Business Organizations. [Enacted title]
  2. Chapter 3. Business Corporations.
  3. Subchapter XII. Dissolution.
  4. Part A. Voluntary Dissolution.

(a)

A dissolved corporation continues its corporate existence but shall not carry on any activities except that appropriate to wind up and liquidate its business and affairs, including:

(1)

Collecting its assets;

(2)

Disposing of its properties that will not be distributed in kind to its shareholders;

(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 activities and affairs.

(b)

Dissolution of a corporation shall 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 subchapter VI of this chapter;

(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;

(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.

Collected 2026-08-29T05:44:07Z. Source file · JSON

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